Ben 10 Alien Force: The Alternate Version
by Vgn Golley
Summary: What will happen if that instead of Alan giving off the GPS signal, it was a lonely runaway that is more than what she seems to be? Follow the adventures of Vanessa Cunningham and her new boyfriend Ben Tennyson, her new friends Gwen and Kevin on an alien packed adventure to stop the Highbreed Invasion!
1. Episode 1, Part 1

**Okay this will the very first story I ever wrote and I cant wait to wait to see if you guys like it or not and I am open to criticism. This story will mostly follow the episodes of Ben 10: Alien Force (Except for the first episode with a couple of my OCs thrown into the mix...oh and also Julie and Alan don't exist in this story, I hope that their absence doesn't upset some people...Oh and also I don't own Ben 10, only my OC's**

 **NOW LETS GO ON WITH THE STORY!**

{Episode 1: Everybody Talks About Bad Weather}

The story starts with a local Farmer working on the cornfields that was near his farm on the country side, The Farmer wiped the sweat from his forehead As He Continued working on his yardwork. All Was Peaceful…Until Suddenly He Saw A Red Fireball Flew By His Farm As It Crashed Against His Cornfields A Few Times, Before Flying Off Into the Horizon As It Was Being Chase By Two Police Officers (Who Were Chasing It On Foot For Some Reason)

Police Officer 1: "There she goes!" He screamed, exclaiming the obvious as the other police officer brought out a walkie-talkie from his police belt to contact his fellow policeman.

Police Officer 2: "The suspect is heading due west to the back-forty of The Douglass Farm" He said as the camera tilts over and we see an other police officer sitting on his police car as he saw a red fireball flew pass him.

Police Officer 3: Copy that, Sir. She will NOT get away this time!

He said as he started up his car and drove off to chase after the mysterious fireball as it continue to Blaze thru the sky and started zig-zaging around to loose the police car and it worked…but in the process the fireball accidently crashed against a Scarecrow, causing it to fell to the ground with a thud. The camera then zooms in and we see…A Red Pyronite-like alien sitting up with its legs crossed as it rubs its neck in pain, The Red Pyronite-like alien looks almost exactly like Heatblast: Except that it had more of a curved figure (Meaning that it was a girl) her chest was slightly outward, her arms are thinner than normal and her face is longer and more curved. Also unlike other Pyronites, her flames where in a deep shade of red Instead Of The Usual Bright Orange And weirdly enough, she also had a red/black snapback hat that has twin swords symbol on the front and also had a pair of black sunglasses with red stripes resembling flames and if you look closely, you can clearly see a noticeable crack on her left eye. But the most interesting feature that she had, was a purple hourglass symbol That Was Planted Above Her Chest.

Female Red Pyronite: "Ugh, I suck at flying as Wildfire! I knew I should have gone Coldphase!"

Voice: "There she is!" A familiar voice said, causing Wildfire to curse under breath as she slowly stands Up And saw Sheriff Mason With His Two Subordinates standing beside him as they aimed their guns at her.

Wildfire:" I Don't Want To Hurt You Guys!" She said with a worried tone, clearly not wanting to hurt them.

Sheriff: "Lucky Us" He said with a smirk, Before Turning To His Subordinates. "Fire!"

He ordered as they immediately started shooting rounds at her, but luckily the bullets didn't even hurt her (In fact it only got her pissed-off) as she reaches for the hourglass symbol that was on her chest and taps it as a big flash of purple light envelops her, causing the police officers to cover their eyes as they waited for the light to dismiss. Once the light dismisses the police officers slowly opened their eyes and To their shock, They saw a Sonorosian-like alien glaring at them with a fierce glare, The Sonorosian-like alien looks almost exactly like Echo-Echo: Except that her containment suit had a more curved figure, she Has circle-shaped indents on the back of her hands which are purple, the inside of Her mouth is purple with black lines that gives it an appearance of an amplifier, her square appendage resembling an MP3 Player that has decorative twin swords symbol, also weirdly enough she has white curly hair that is held down by a green/white snapback hat that has twin swords symbol on the front, she also has a pair of white sunglasses with purple stripes, a purple hourglass symbol on her forehead and one of her purple line-like eyes was shut closed (The Left One).

Echo-Echo Like Alien- "SOUND WAVE!" She screamed as she looks up to the surprised officers with a mischievous smirk on her face. "Now…why don't you…all…just…leave…me… **ALONE!?"**

She said with an angry look on her face as she let out a LOUD Sonic Scream at them, causing the small-town officers to drop their guns and cover their ears in pain. After a few seconds Of screaming, Sound Wave finally stop's as she Looks at them with an annoyed look on her face.

Sound Wave: Now, why can't you guys just leave me alone?!

She asked In pure Anger and annoyance as She was about to say something else, when suddenly she heard a police siren blaring out behind Her and before she can react. The police car from earlier comes out from the cornfields and crashes against her, causing Her to go flying into the air as she crashed against a wall and fell down into the ground with a loud Thud. Sound Wave moans in pain as a big flash of purple occurred and once The light dismisses we see…a normal looking 15-Year Old Girl with big beautiful blue Eyes, pale skin, long blue curly hair, a few freckles on her cheeks and she wears a blue hoodie with black jeans, a blue/green snapback hat that had twin swords symbol on he front and had a pair of black/brown sunglasses that barely hid the noticeable large scar across her left eye and a purple hourglass symbol planted firmly on her chest. The blue haired girl moans in pain as she started drifting off into unconsciousness and the last thing she saw was Sheriff Mason looking down at her with a serious look on his face

 **Well their you have it, I hope you all of guys like my story, remember to leave a review and I will catch you all later**


	2. Episode 1, Part 2

**Hell yeah, new chapter uploaded! I was actually gonna upload this on Wednesday, but their was a power outage on my house and I didn't have electricity for 4 DAYS! Anyway I don't own anything, except my OC's**

 **NOW LETS GET ON WITH THE STORY!**

The story starts with the now conscious 15-year old girl letting out an annoyed grunt as Sheriff Manson planted cuffs on her, before gently throwing her into a jail-cell as he locked it up)

15-year girl: "I could have just walked in, you didn't hadn't to thrown me! And why am I in jail!?" She asked, demanding to know why was she being arrested for, but The Sheriff didn't say anything as he gives her an authoritative look.

Sheriff: "We need to talk Vanessa, over the past few weeks there has been multiple reports of alien activity all over Grover's Mill, cornfields being burned, houses being destroyed, water towers being frozen, the list goes on"

Vanessa: (Raises her eyebrow) "And that has to do with me, Why?"

Sheriff: "Don't play with us Cunningham! We know that you were the one causing this!"

Vanessa: "I didn't do anything!"

Sheriff: "Oh, yeah! Who was the one who burned down the countryside barbecue, because she wanted to help start the grill? You. Who was the one that lifted an entire farm, because she wanted to see how strong she was? You. And less not forget who was the one who sneaked into Mr. Washington's house to watch Sumo Slammers on someone else's TV?"

He said while glaring at her as Vanessa gives a glare of her own, before giving out a "Hmmph" as she looked away. Sheriff Mason saw this and got annoyed as he opened her jail-cell and walked in, causing Vanesa to stiffen as he grabbed the hourglass symbol from her chest, her snapback hat and her sunglasses. Vanessa let out a startled shout as she quickly covers her left eye in shame as she looks up to The Sheriff with an EXTREMLEY angry look on her face as she saw him walk out of the jail-cell and locking it up again.

Vanessa: "HEY, GIVE THOSE BACK! MY DAD, COUSIN AND SISTER GAVE ME THOSE! GIVE IT BACK!" She demanded, while tearing up a little bit as The Old Sheriff only gives her a neutral look as he put all of Vanessa's belongings on a brown sack and started walking away.

Sheriff: "I'm sorry Vanessa, but we cant have you transform into a monster and escape"

Vanessa: "THEY ARE NOT MONSTERS, THEY ARE-"

Sheriff: "They. Are. What?." He said while turning around and giving the young girl a harsh glare, causing Vanessa to shrunk a bit from the older man's glare as she looks away.

Vanessa: "Never mind" She said with a low voice, Causing The Old Sheriff to shake his head at her as he turns around and walked out of the room. "Got find away out of this hellhole and get my stuff back, but without my powers this is going to be tricky (Sighs) I just hope that my cousin got my distress call or else I am fucked"

She mumbled to herself as she hoped on her "bed" and curled up into a fetal position and closes her eyes as she slowly falls asleep

Meanwhile elsewhere, we see three teenagers driving down the highway on a green car with black stripes (Sorry I don't really know how to describe Kevin's Car very well) at night as one of the three teenagers had an annoyed look on his face as he sat up and gives the driver an impatient look.

Teenager 1: "Can't this thing go any faster?"

Teenager 2: "Yes." He said with a monotone voice, not really changing the speed of the car as they pass a speed limit.

Teenager 1: "…We're still going the same speed"

Teenager 2: "Its called the speed limit, fastest were going tonight"

Teenager 1: "But you said-"

Teenager 2: "I said I "could", not "would" He said with a smirk, causing the young boy to slump in his seat as they pass by an another speed sigh.

Teenager 1: "My mom's going to kill me if I'm late getting home again"

Teenager 2: "Huh, if she grounds you, it will be just me and Gwenn…Tough Break" He said with a perverted smirk, causing Gwen to roll her eyes at him as she crosses her arms.

Gwen: "Really Kevin, do you honestly believe that I will go with you if Ben's wasn't here"

Kevin: "Yeah. I got roguish charm" He said with a grin, before getting a surprised look on his face as a beeping sound was heard on his car.

Gwen: (Smirks) "Phone call for "Mr. Roughish Charm", better pick it up"

Kevin: "I don't have a cell."

Gwen: "Probably one of your many girlfriends" She said with a grin as she reaches into his pockets where the beeping sound was coming from, but instead of picking out a cell phone like she predicted, she brought out…his Plumber badge?. "Hey, that's your Plumber's badge. What's it doing?"

Kevin : "I don't know, new to me" He said with a shrug as The Plumbers badge stops ringing and much to the teenagers confusion, it pops out a holographic map.

Gwen: "Whoa!"

Ben: "It some kind of map, I bet its some kind of GPS for badges" He said as they all saw a multitude of dots roaming around the map, with one of them flashing brightly.

Kevin : "So, why is one of them flashing?"

Ben: "Its got to be a message from Grandpa Max, He is telling us where he is"

Gwen: "You think?"

Kevin: "Okay, now _that's_ worth breaking some traffic laws!" He said with a grin as he did a U-Turn and quickly drove towards the direction of whatever is giving out the signal

 **New chapter done, finally! Sorry for the short chapter, but don't worry next will be longer. Also I was planning on doing updates once a week or two if I am in a happy mood =), catch you all later**


	3. Episode 1, Part 3

**Boom new chapter! Sorry it took so long, but I wanted to make this chapter absolutely perfect. Also I would like to clarify that the hourglass symbol that Vanessa has looks like a plumber badge, but it isn't (But it still works like one) and is purple and black. Also I made this chapter twice as long just for you guys and also I don't own anything, but my OC's**

The story starts with Vanessa slowly waking up from her mini nap as she stands up and to her great annoyance, she was still locked up in her jail-cell.

Vanessa: "Damm it, Mikey, You should have been here by now. Aw, fuck it! I'll just escape myself (Sighs) I guess you cant let a boy do a girls job"

She said to mumbling to herself as she reached into her hair and brought out a small bobby pin and with no time to waste she bend the end of the bobby pin and put it on the keyhole of her cuffs, then took it out and bend it the other way as she inserted the bobby pin inside the keyhole again and bend it down, causing the latches to release and open the jaws of the handcuffs.

Vanessa: "Thank you, Uncle Stan, you sleazy bastard" She said with a grin as she stood up and walked over to the door of her prison-cell. "No time for stealth, lets just get this over with" She said with a smirk as she brought out two dual swords from her sleeves and quickly sliced the door open (Think of it like Agent Six's from Generator Rex magna blades). " And Dad says that buying swords was a bad idea"

She said with a scoff, before retracting her dual swords as she quietly walked over to the door and Slowly opened it. Vanessa cautiously peeks her head out of the door and much to her surprise, she saw the Police Officer that was suppose to guard over her and her belongings…sleeping on the job?.

Vanessa: "Humph, The Policeman of this town are nothing but a joke. Oh, whatever, at least I can get my stuff back"

She said mumbling to herself as she stealthy walked over to the desk where the lazy policeman was sleeping and reached out her hand to grab the brown bag off the desk, but then a sleepy groan caused her to stop in her tracks as she slowly turns her head and saw the tired police officer move around a little bit to get comfortable, before continuing on with his nap. Vanessa let out a sigh of relief as she quickly grabbed the brown bag from the sleeping man's desk and took a few steps back as she took out all of her stuff from the disgusting bag and with no time to waste, she quickly put on her accessories and planted The Hourglass Symbol on her chest. Vanessa had a little grin on her face as she turned towards the sleeping policeman to make sure he was a sleep, before tapping The Hourglass symbol on her chest, causing a big flash of purple light to appear and once it dismisses, we see an Necrofriggian-like alien letting out a small breath of cold air as she unfolded her four wings. Necrofriggian-like alien looks almost exactly like Big Chill, except that her black body has purple patches instead of blue, her right eye was pink with dark red spots while the left one was completely black with a small crack going down the middle, she wears a blue belt on her waist (Like the one that Big Chill wears in Omniverse), she wears a Blue/Purple Snapback Hat that has twin sword symbols on the front, a pair of large bug-like black sunglasses and she has The Hourglass Symbol planted on her right shoulder.

Necrofriggian-like alien: "Coldphase!" She screamed, causing The Police Officer to wake up from his nap as he turns around and let out a startled scream as he saw Vanessa in her current alien form.

Police Officer: "W-what the hell?!" He screamed as Coldphase flew up to the ceiling and phased thru the roof, causing The Police Man to let out a small curse as he ran outside and saw Coldphase flying thru the cornfields.

Police Officer: "…I am so fired" He said with a nervous tone as he continued on watching Coldphase flying circles around the cornfield, enjoying her freedom.

 **{Time Skip}**

The story then skipped as we see Ben, Kevin and Gwen arriving at The Police Prison, where Vanessa once was a few minutes ago .

Gwen: "Grandpa Max is here?"

Kevin: " _Was_ here anyway, the blinking light on the map disappeared all of a sudden, but luckily we were close enough to know where the blinking light was coming from"

Ben: "Maybe he is still in there, maybe the person or thing that captured him knew that he was sending out the distress signal and shut it off" He said with a determined glint in his eyes as he started walking over to the empty prison. "Come on, lets go"

Kevin: "Wait!" He said stopping Ben in his tracks as he took of his jacket and started walking over to his car. "Let me dump the jacket first, it must be like 90 degrees out here"

Ben: "That's what you get for trying to look cool all the time" He said with a smirk on his face as Kevin scowled at him, but said nothing nonetheless as he dumped his jacket on his car and followed Ben and Gwen as they all entered at the empty prison (Don't ask why the door was open, it's just was).

Ben: "Hello? Anybody here?"

He asked, but all he got was silence as he and the rest of the team were about to start searching around the empty jail-cell for clues, when suddenly they heard a big explosion as they turned around and saw a big smoke cloud appearing on the cornfield. Meanwhile elsewhere we see Vanessa (Back in her human form) panting heavily as she vigorously tries to outrun the varies police cars that was after her as she looks back for a moment to make sure that they weren't following her, before stopping to catch her breath.

Vanessa: "Got to…(Pants)…find a place…(Pants)…to hide… (Pants) …Oh, god I'm so tired!" She screamed, while letting an exhausted sigh as she sat down and tried to calm down her beating heart, but sadly she didn't get much time to relax as she heard Sheriff Manson's voice thru the cornfields.

Sheriff Manson Voice: "The trail ends here, she cant be far"

He said as Vanessa saw flashlights flashing over the cornfields, causing her to panic as she turns her head and saw a tractor a few feet ahead of her. Thanking the heavens for the weird coincidence, she quickly taps The Hourglass Symbol on her chest, causing a small flash of purple light to appear and once it dismisses we see an Galvan-like alien standing in the place, where the young 15 year-old once stood.

Galvan-like alien: "Narrow Skull!"

She screamed as she quickly ran to the tractor, climbed on it and hid inside as she slowly peeks her head out to make sure if the cost was clear. The Galvan-like alien looks almost exactly like Grey Matter, except that she has thin tendrils on her head, she has oval shaped purple eyes (With one them being completely white), curly blue hair that reaches down to her neck and she wears a purple jumpsuit with a red belt, a black stripe that goes down the middle, a Purple/black Snapback Hat that has twin sword symbols on the front, a green visor that covers both of her eyes (Think of it like Cyclops from The X-Men's Visor) and has The Hourglass Symbol planted on her back. With heavy breaths, Narrow Skull quickly looks over to the left and to the right to make sure the cost was clear, before jumping off the machine as she was about to transform into Coldphase and fly off to safety, when suddenly a light shine down on her small frame, causing her to squint her eyes as she looks up and saw a police woman grinning down to her.

Police Officer: "FOUND HER!" She screamed, causing Narrow Skull to let out a small shriek as she turns around to make a break for it, but that idea was immediately cut-short as she saw Sheriff Manson and a bunch of Police People forming a circle around her, while pointing their guns at her.

Narrow Skull: "Why cant you guys just leave me alone?!" She screamed, trying to convince The Police Officers to let her go, but sadly they didn't move in inch.

Sheriff Manson: "It doesn't work like that, Cunningham. Why don't you just come along and-" He said, before getting cut-off as Narrow Skull lifts up her arm and lets out a small blast of red energy that blasted The Sheriff's gun off of his hand, causing him to let out a painful scream as he grabs his hand and gives the young shape-shifter an angry look. "THAT'S IT! TAKE HER DOWN!"

He screamed, causing the other officers to quickly follow his orders as they pointed their guns at their small target, causing Narrow Skull eyes to go wide in fear as red energy started flowing around the small changeling like electricity.

Narrow Skull: "STAY BACK!" She screamed, causing a big explosion of red energy to appear and once the smoke dismisses. Narrow Skull had a scared/guilty look on her face as she saw multiple police personal sprawled across the dirt, either in pain or unconscious. "I-I'm sorry! I-I didn't mean to-I told you to leave me alone and you wont listen! I-I-I" She said before letting a startled shriek as a pink wall suddenly appeared out of nowhere as she turns around and saw Ben and his team giving her cold glare's.

Kevin: "The guy-I mean girl kind of looks like Grey Matter"

Ben: "I noticed, but I never knew that Grey Matter could manipulate energy before" He said with a confused look on his face as Narrow Skull looks at him for a brief moment, before looking the other way blushing as Kevin turns to Ben and gives him smirk.

Kevin: "Looks like she has a crush on you, hero." He said with a teasing grin, causing Ben to give him a weird look as they both turn towards the blushing Galvan. "You want me to kick her ass for you, it will be like old times"

Ben: "Thanks anyway"

He said, while rolling his eyes at him as he raises his right hand and roll's up his sleeve, revealing a small green wrist-watch like device that was implanted on his arm. Vanessa had a confused/curious/suspicious look on her face as she saw him activate the small device, showing a small hologram of a strange winged creature and before the young girl can react, he slammed it down. Causing a big flash of green light to appear and once it dismisses, we see Ben in his new alien form deemed Jetray flying around the sky making loop-de-loops.

Ben: "Jetray!" He screamed as he looked down to glare at the small Galvan, while the latter looks up to him in surprise/awe.

Narrow Skull: "What the hell?! He can change into aliens too, but how?!" She screamed before noticing The Omnitrix symbol that was Jetray's chest. "Is that…The Omnitrix? It cant be, I thought Mikey said that it was gone?" She said, before letting out a surprise scream as Jetray started shooting neuroshocks at her. "Hey cut it out, asshole!" She screamed as she tapped The Hourglass Symbol on her back, causing a big flash of purple light to appear and once it dismissed, we see Vanessa back into her Wildfire form, causing Ben's Team to halt in their advances as they looked over Vanessa's current alien form in shock.

Gwen: "What the heck, she can change forms too?!" (Sorry I just cant imagine Gwen cursing)

Kevin: "Maybe she has an knock version of the Omnitrix?"

Jetray: "Well, whatever she is. We got to take her down!" He screamed as he flew up in the air again and headed straight down for the now terrified teen.

Wildfire: "Back off, only I can be the hotshot around here!" She joked while letting out a breath of fire, forcing Jetray to fly up to avoid the fire, while Gwen put up a mana shield to protect her and Kevin. After Wildfire finished breathing torrents fire, Jetray flew down and quickly tackled the surprised pyronite to the ground, causing her to blush at the close contact as she effortlessly pushes him off of her. "Stay away from me, you pervert!"

She screamed as propelled herself up thanks to her fire powers and flew off, while Jetray shook off the weird comment she gave him as he flew up into the air for the third time and followed close behind her. Wildfire was sweating heavily as she continued on flying to god now's where as she looks up and much to her disbelief she saw Jetray flying above her with a smug look on his face, causing her to give him a mischievous grin as she stops mid-flight and propelled herself up to fly, causing Jetray to quickly dodge to the side as Wildfire flew pass him at top speed, almost ramming into him.

Jetray: "Hey, watch it!"

Wildfire: "You watch it, you stalker!"

Jetray: I'm not a stalker!"

Wildfire: "Well, you are following me aren't you?"

She said with a wink, causing Jetray to blush in embarrassment as he gritted his teeth and quickly flew after her. After a few minutes of chasing the young alien shape-shifter up in the air, Wildfire flames suddenly gave out and she started falling into the earth, causing Jetray to widen his eyes as he was about to fly in and grabbed her, when suddenly her flames came back as she turns around and blasted multiple fireballs at Jetray. Causing him to narrowly dodge the attacks as he flew up again and blasted dead on at Wildfire's back, causing her to let out a scream of pain as she started to free-fall into the earth again and landed harshly on the ground, causing a small crater to appear as Jetray flew in and saw Wildfire laying across the crater, moaning in pain.

Wildfire: "Ugh…again I suck at flying as Wildfire-Ugh!" She said, while grunting in pain as Jetray landed on the ground and transformed back into Ben as he walks closer to the crater and held out his hand for her to grab.

Ben: "Had enough?" He said with a calm voice, causing Vanessa to let out a small sigh as she took his hand and stood up.

Wildfire: "Yeah." She said with an annoyed look on her face, while Ben didn't pay mind as he gives her a serious look.

Ben: "There's an old guy who's been chasing you"

Wildfire- "Yeah and his name his Sheriff Manson. You meet him a few minutes ago, he was sprawled across the ground with the other unconscious cops" She said in a joking tone, before getting a nervous look on her face as she saw Ben giving her an impatient look as he walks up to her and gives her a harsh glare.

Ben: "Not him, my Grandpa! He is in his 60's and is always wearing a Hawaiian shirt, where is he!?"

Wildfire: "Sorry dude, but I have no idea who are you talking about? But if you want you can meet my Grandpa Mason, he lives in Florida next to The greatest dinner of all time, although to me it mostly taste like rode kill!" She said trying to lighten the mood, but it immediately backfired as Ben suddenly blows up.

Ben: "STOP IT WITH YOUR GODAMM STUPID JOKES ALREADY! MY GRANDPA IS OUT THERE, EITHER CAPTURED OR HURT AND ALL YOUR DOING IS TELLING JOKES?! I WANT YOU TO TAKE ME SERIOUS AND TELL ME WHERE IS MY GRANDPA MAX?!" He screamed, causing Vanessa to frightfully take a few steps back away from him as she was about to appologize. When suddenly a light shine upon them, causing them to squint their eyes as a familiar voice was heard among the cornfields.

Voice: "There you are!" A Familiar voice said, causing the young teenagers eyes to go widen in surprise as they saw Sheriff Manson and a couple of his deputies standing in front of them with a flashlight in his hand. "I should have known you will never committed those crimes by yourself, But now I got you Cunningham. You and your boyfriend!" He screamed, causing Wildfire to look at Ben and blush in embarrassment as Sheriff Manson started to slowly walk over to the future couple. "Hands were I can see them!"

Ben: "Run!"

He screamed causing The Sheriff's eyes to widen in surprise as he saw Ben quickly bolting into the cornfields, with Vanessa following close behind (Still in her Wildfire form for some reason). The pair were panting heavily as they ran across the cornfields in an effort to escape the cops, Ben looks over his shoulder to make sure the cops weren't following him, but then got an annoyed look on his face as he noticed that Wildfire was following close behind him.

Ben: "Stop following me! How am I supposed to hide with you around?! You are literally a giant light bulb!"

Wildcard: "Well, were else am I suppose to go? You said run, so I run

Ben: But not with me! Run somewhere else!"

Wildcard: Well, maybe I don't want to?" She said while turning her head and crossing her arms, causing Ben to grab his hair in frustration as flashlights could be seen in the background.

Ben: "Ugh! Cant you at LEAST change into something else, something a little bit less conspicuous than a mobile flashlight"

Wildfire: "(Nods) That I can do!"

She said with a smirk as she hovered her hand over The Hourglass Symbol on her chest and tapped it, causing a big flash of purple to appear and once it dismisses we see an Vulpimancer-Like Alien letting out a small howl as she sniffs the air curiously, before panting happily. The Vulpimancer-Like Alien looks very much like Wildmutt, except that she is a little bit smaller than him and thinner, has purple fur and a long tail, has sharper nails, wears a purple collar with green stripes and has The Hourglass Symbol on her chest.

Vulpimancer-Like Alien: "Hellbound!" She screamed, not noticing the surprise/amazed/annoyed look on Ben's face as he walks up to her and gives her a pissed-off look

Ben: "Okay first of all YOU CAN TALK AS WILDMUTT, THAT'S AMAZNG!" He screamed excitedly, before clearing his throat as Hellbound whimpered at the loud sound of his voice. "Second of all…Really? Out of all the aliens you could have picked, YOU CHOOSE A VULPIMANCER!" He screamed again, causing Hellbound to whimper at how loud he was as she shook her head to get rid of the pain.

Hellbound: "Okay first of all, I thought all Vulpimancers can talk? Second of all I didn't want this form, I wanted Narrow Skull and lastly…CANT YOU BE ANY LOUDER!" She Screamed, causing Ben to cover his ears at how loud she was as he was a about to retort to her, when suddenly they heard a rustle in the cornfields. Causing them to go dead silent as they saw a random Police Officer walk by them in the cornfields with his flashlight on, The Police Officer then stop in his tracks as he heard a sound and turns around.

Police Officer: "Hey, I think I see something!"

He screamed causing Sheriff Manson to follow him as they peered into the cornfield and were about to call out to the "Fugitives" to come out of hiding, when suddenly they were blinded by a big flash light and once their eyes readjust. They saw Kevin's Car drive right pass them, leaving behind a cloud of dust as Sheriff Manson and The Police Officer quickly ran to over to a random Police Officer (Huh? Another weird coincidence) and drove after it. After a very short car chase, The Police People finally caught up with Kevin's Car as they quickly got out of their car and run up to Kevin's.

Sheriff Manson: "Alright Cunningham, you and your boyfriend get out of the car, right know!" He screamed as the windows of the car started rolling down, causing The Old Sheriff to reach out for his gun on instinct, but before he could even grab it. The Window finally rolled down to reveal Kevin giving the surprised Officer a small grin as Gwen leans in and gives him a small wave in the background.

Kevin: "Is there a problem Officer?" He said, while giving him an "innocent" look as Sheriff Manson looks the other way and lets out a frustrated scream that echoes into the night

 **Well that's it for this chapter, I have already an idea what to do in next chapter and I am hyped! Oh and also i'm pretty sure you are all wondering why Narrow Skull AKA Grey Matter has energy powers, well you will figure that out in the next chapter. I should also note that Hellbound is the only one of two of Vanessa's alien's that doesn't wear her Infamous Snapback Hat and Glasses, Leave a review to guess what alien could it be, it can be from the original series, alien force, ultimate alien or omniverse, who knows...well maybe except me of course;)**

 **Anyway as always, I will catch you all later**


	4. Episode 1, part 4

**Hello my fellow Ben 10 fans and welcome to the new chapter of Ben 10: The Alternate Version! This chapter mostly tells about Vanessa's past, who is her cousin, how The Hourglass Symbol on her chest works, how she got the scar on her face and why she runaway from home, so sit back and enjoy the show...also I don't own anything except my OC's**

 **NOW LETS GET ON WITH THE STORY!**

The story starts with Hellbound and Ben running into a nearby barn as Ben stops running and looks behind him to make sure that no one followed him, while Hellbound gives him a confused look…Well it was hard to tell, since Hellbound doesn't really have a face.

Hellbound: "Why did you help me?" she asked, causing him to him to sigh as he turns around and gives her a shrug.

Ben: "I don't know, you reminded me of myself" He said, before looking at her up and down. "In more ways than one"

Hellbound: "Yeah. I guess you can shape-shift into an alien too"

Ben: "Technically, I'm a whole bunch of aliens. That's the cool part" He said with a smirk, while Vanessa only gives him a sad whine as she "Looks" at her paws.

Hellbound: "Nothing about this is cool"

Ben: "No? The super strength, the flying?"

Hellbound: "I _hate_ flying."

Ben: "Hate it or more less suck at it" He said with a smirk, causing Vanessa to blush as she looks away.

Hellbound: "H-hey its not my fault! I just got my powers like 2 months ago!" She screamed at him, causing him to chuckle as he raises his hands in surrender.

Ben: "Okay, okay ,fair enough. So, what are you exactly? And how do you the whole shape-sifting thing"

He said with a curious look on his face, causing Vanessa to gush internally at how cute his face look, before raising her paw towards The Hourglass Symbol on her chest and pressed it down. Causing Ben to cover his eyes as a big flash of purple appeared and once it dismissed, we see Vanessa giving him a sad look as she walks over to a pile of hay and sat down on it, not noticing that Ben was starring at her with a blush on his face.

Vanessa: "Well, um… this is pretty long story, so let me start at the beginning. All my life I always thought I had a normal life, I had weird but loving parents, had an annoying but adorable little sister, an 16-yearb old ex-convict cousin who gave up his days of being a criminal, went to school and got more or less good grades, etc…but then one day, I accidently found out that my mom just to be a Plumber and not the kind that fixed plumbing, I meant the kind that stops aliens baddies from tearing the universe apart"

She said with a loud sigh as she laid down on the pile of hay and stared at the ceiling with a look of regret on her face as Ben walked over to her and sat down close to her.

Vanessa: "When I found out about her being a retired space cop, obviously I freaked out. My own Mother that I thought was a sweet and fragile women, turns out to be a badass gun carrying space cop that stopped alien dictators without breaking a sweat! And the worst part about it is that she never told me or my little sister Sabrina about this! After I confronted to her about this, we had a big fight with Dad backing her up and she stormed off, a few hours later I heard a phone ringing and when I went downstairs to pick it up. I saw my Dad leaning on his desk crying on the floor, when I asked him "What's wrong?" h-he told me t-that…Mom died in a car crash" She said with tears in her eyes as she sat up on the pile of hay and saw Ben giving her an apologetic frown.

Ben: "I'm sorry for bringing up bad memories"

Vanessa: "No, no, its okay, I-I'm actually to glad that I have someone to talk to about this" She said with a reassuring smile on her face, before turning into a frown as she sat up and walked a few feet away from Ben. "After that night, nothing was the same ever again. After we had Mom's funeral, my Dad just couldn't keep it together, he started having nightmares everyday, he couldn't go to work and got fired, the bills were piling on and we were all starving to death, but that's not worst part. The worst part was when my father, the man that was supposed to protect and love me…hit me"

She said with a choke sob, causing Ben to go wide eye at this as he saw her shakily taking off her Hat, glasses and The Hourglass Symbol and placed it on the ground, before continuing on with her life story.

Vanessa: "H-he hit me…he hit his own flesh and blood, he started screaming at me and telling me t-that it was all my fault that she was gone. That bastard told me that if me and mom never had that ugly fight, she wouldn't have stormed off and will still be alive! The constant abuse was going for a least 3 weeks, before I decided that I had enough and decided to call the only person I know that could have helped us and even though he did some bad things in his past, I knew that he will NEVER hurt me or my sister. I went to my cousin Michael's house and told him what has been happening, he was angry at what my so called father was doing to me and told me to pack up all of my stuff, grab Sabrina and get back to his place, while he sort things out with an old friend of his, I had no idea who he was referring to, but the serious look on his face told me that now wasn't the time for questions. So I quickly ran back into my old home and sneaked in through the window of my room and started packing up all the things that I could bring with me, once I was done I ran into my sister's room and saw her sleeping with fresh tears in her eyes, Luckily Sabrina never suffered from our "Dad's" beatings as I always told her to lock herself into her room and cover her ears, but even though she may have been spared of our Fathers abuse, it doesn't mean that she wont cry every time she sees her big confident sister covered with bruises, tears and blood. Anyway I woke up her up and told her that I was leaving and I wanted her to come with me, she looked at me for a few moments with the look of confusion/relief on her eyes, before eagerly saying "Yes" as she started to pack up all of her stuff. Once she was finished I picked her up and was about to ran out of my house, when suddenly my Dad appeared behind me and grabbed my arm and started pulling me inside, I protested and yelled at him to let me and my sister go, but all he did was look at me with a glare on his face, before pulling out a switch blade from one of his pockets and stabbed it right at my eye"

She said, while barely holding back the sobs out of her mouth as Ben quickly comes in and hugs her by the waist, causing her to look up to him in shock (I forgot to mention that she is shorter then ben) before hugging him back as she continued on with her story, while crying on his shoulder.

Vanessa "I screamed in pain as he roughly grabbed Sabrina and threw me out of the house saying "That he disowns me as a daughter and hoped that I will die on the outside world" while I just stood there with a shock look on my face, I wanted to barge in there and grab Sabrina out of that old man's cold hands, but I knew that it wasn't the right time. So I give my sister one last look, before running off to my cousins house and I almost made it pass his driveway, but then fell down due to blood loss as I slowly started going unconscious, but not without seeing a flash of green as I finally went unconscious. A few hours later I woke up and was greeted with the sight of an concern little grey frog wearing a green robe, naturally I screamed in fear and backed away from him in fright as I was starting to hyperventilate when suddenly Mikey rushed in and told me to calm down and take deep breaths. After I calm down from my little panic attack he told me that the thing's name was Azmuth and he was an alien from a far away planet, I gave him a skeptical look and told him to stop playing jokes and find my shoe so I squash the little devil, when suddenly I looked in the mirror and saw that my eye was completely healed…well except for the big scar of course, but I'm not complaining. Mikey told me that Azmuth found me passed out on his drive way with a pool of blood around me and told me that the little alien frog used his alien technology to partially heal my eye, when I heard this I immediately started apologizing to the little fro-I mean Azmuth, but all he did was giving me a small smile and told me that it was only natural that I will freak out over his appearance and said that he was not angry at me. I sigh in relief at this as Mikey walked up to me and told me what happened, causing me to get tears in my eyes as I told him everything that happened up to the point where I got unconscious, he was angry and sad that the bastard still has Sabrina but was glad that I escape in time, I asked him "What were we going to do now?" when suddenly Azmuth stepped in and told me that where he steps in. I gave him a confused look, while he only grins at my confused demeanor as Mikey stands up and pulls out a small circular disk-like device from his pockets and plants it my chest, causing me to blush madly as I was about to angrily scream at him, when suddenly a big flash occurred and I was suddenly transformed into a monster"

She said as she stops crying and reluctantly pulls away from Ben's embrace as she dries her tears and gives the young omnitrix wielder a thankful smile.

Vanessa: "After quickly transforming back to normal, my cousin told me that The Hourglass Symbol on my chest was called The Zennatrix and whenever it was attached to my body, I have the power to transform into ten different aliens! And that wasn't all, Azmuth told me that he created two other devices that has the same power, The Omnitrix and The Anamatrix. I Asked where were the other two and he told me that some arrogant, immature and reckless teenager had The Omnitrix" She said, before immediately regretting what she said as she noticed Ben's annoyed look. "Oh, sorry"

Ben: "Nah, its okay I'm used to it, go on"

Vanessa: "Anyway I asked where the other one was and he told me that Mikey has it, I was a bit-no VERY surprised about this since he was the last person I will ever expect to have this kind of power, but apparently I was wrong as I saw him rolling up his sleeve, revealing a small yellow glove-like device with a small hourglass symbol on top. Azmuth told me that he made The Anamatrix and The Zennatrix to be more unique than the Omnitrix, like for example The Anamatrix had unique samples from aliens from a parallel earth that cannot be scanned by The Omnitrix or The Zennatrix. The Zennatrix is sort of like a power boost that gives random aliens something that their species doesn't naturally has, like for instance Hellfire's generating red fire instead of orange, Narrow Skull's red energy powers and Hellbound's ability to speak"

Ben: "How come Azmuth never told me about this?"

Vanessa: (Shrugs) "He probably knew that you will try to convince him to give you The Anamatrix and The Zennatrix, instead of letting an ex-criminal and his abused cousin have it"

Ben: "Hmmm, fair point"

Vanessa: "Anyway Azmuth told me that Mikey called him and told him to give me The Zennatrix so I have something to defend myself against the cruel world. At first I was surprise about this, because honestly I thought that I was going to be living with him, but he told me that there was a slight chance that my Dad will come here and he didn't want to risk it. I agreed with him and thanked him and Azmuth for all what they done to me and for giving me The Zennatrix...even though I had no idea how to use it, also I told them that I will hideout in Grover's Mill and find a place to call my own and right before I left, Mikey hugged me and told me that whenever I needed him, send out a distress signal with The Zennatrix. I told him and Azmuth goodbye, before venturing off into the world and the rest is history"

She said, while letting out a loud sigh as she turns around notice that Ben was starring with the look of astonishment.

Vanessa:"But enough about me, I want to know how you got The Omnitrix" She said, causing Ben to smirk at her as he started telling her all of his adventures.

 **So there you go, also I will like to apologize if you guys think this chapter is too long and depressing, but I wanted Vanessa to have a dark backstory like most superheroes does**

 **Anyway as always, I will catch you all later**


	5. Episode 1, Part 5

**Hello, good people of fanfiction! I'm in a happy mood and you know why? Because I have finally finished episode 1! Also I** **wanted to say that** **I am VERY happy over all the reviews and favorites I got and I cant wait to get more of them in the future and I was actually gonna publish this chapter on Sunday like always but I... accidently hit the wrong button and fucked everything up, but luckily it only erased the last paragraph so I finished it rather quickly..Also I don't own anything except my OC's.**

 **NOW LETS GET ON WITH THE STORY!**

The story starts with Sheriff Manson giving the "innocent teens" an annoyed look, before driving off in his police car as Gwen looks back to make sure he was gone, before sighing in relief as Kevin gives her a calm smirk.

Kevin: "Well, that wasn't so bad. We led them away from Ben and only got this" He said while waving the speeding ticket around like it was nothing as Gwen gave him a shocked Look as he readjust his mirrors with a relaxed expression on his face.

Gwen: "Kevin, that's a 400$ speeding ticket!"

Kevin: "I know." He said with a grin as he opens up the glove compartment on his car, causing multiple tickets to pop out as he shoved the 400$ ticket inside and closed it up. "I think it's a personal record"

He said with a smirk,

causing Gwen to give him a deadpanned look as he starts up his car and drove off, leaving a trail of dust behind as Gwen turns to Kevin and gives him the look of realization.

Gwen: "Grandpa Max doesn't have anything to do with this, does he?"

Kevin: "Nope."

Gwen: "So the distress signal we got, it came from that alien girl?"

Kevin: "Yep."

Gwen: "Figures. (Sighs) It just doesn't make sense, how was she able to transform like that? I thought The Omnitrix only had that kind of power?"

Kevin: "Actually that is not totally true"

Gwen: "What do you mean?"

Kevin: "Well back when I was in The Null Void, I heard rumors that The Creator Of The Omnitrix made two extra devices just like The Omnitrix. Their called The Anamatrix and The Zennatrix, I thought that it was all just stupid rumors, but after tonight I'm pretty sure their real"

Gwen: "He made two more? How come Azmuth never told us about this? Do you think that Omnitrix Poser heard the rumors and somehow stole one of them?"

Kevin: "Unlikely, when Ben was fighting her I could tell that she was scared and was trying to stop us without hurting us. I don't know how she got it, but I am pretty sure that she didn't just steal it, I know a crook when I see one and trust me, she is _defiantly_ not one."

Gwen: "Well however she got it, I just up that she is on our side"

She said with a worried look as she and Kevin continued driving into the open road . Meanwhile elsewhere we see Vanessa finishing explaining to Ben, on why she was on the run from the police as they were both laying down on the hard floor of the abandoned farm.

Vanessa: "…And the sheriff thinks that I did all those crimes"

Ben: "I don't."

Vanessa: "You do?" She said with a hopeful glint on her eyes as Ben gives her a smirk and stands up from the hardwood floor

Ben: "Yeah, for one your to beautiful to commit these crimes" He said while giving her a wink, causing Vanessa to blush as he held out his hand for her to grab. "And also because I know that there's no way in hell that any of aliens could possibly cut this building in half with perfect accuracy"

He explained with a laugh, causing Vanessa to playfully stuck out her tongue at him as she grabbed his hand and stood up. The young teens smiled at each other as Vanessa was about to say something to him, when suddenly a light shine down at them, causing them to squint their eyes from the sudden brightness and once their eyes adjusted to the light. They saw Kevin's Car parking in front of them, causing Vanessa quickly puts back her accessories and hides The Zennatrix in her pockets as both Kevin and Gwen got out of the car and walks up to them.

Kevin: "Who's the girl?"

He asked, causing Vanessa to give him a look as she reaches over to her pockets and pulls out The Zennatrix, causing them to give her surprised looks as she puts The Zennatrix back into her pocket.

Kevin and Gwen: "Oh." They said in realization as Vanessa bends down to the ground and pulls out one of her dual swords from her sleeves, causing Ben and his team to step back in shock as Vanessa only rolls her eyes at them.

Vanessa: "Calm down you babies, I'm not gonna hurt you. I just want to show you guys something I saw, when I was flying around the cornfields" She said causing them to look at each other for a minute, before walking over to her as she drew an amateur drawing of what she saw earlier on with the help of her sword. "Its not exact, but it more or less looks like this"

Ben: "Wait a minute. Those aren't roads burned into the cornfields, their crop-circles"

Vanessa: "Crop-circles? You mean those things that aliens leave to find their way around?"

Kevin: "More like those things that Farmers leave to fool city folk"

Ben: "Its not like we don't know a bunch of aliens" He said with a smirk, causing Vanessa and Kevin to look at each other for a moment, before nodding.

Vanessa and Kevin: "True."

Gwen: "Guys, I don't think those are crop-circles, I think their circuit-boards"

She said causing them to look at her with questioned looks on their faces, causing her to sigh in annoyance as she told them to follow her. A few minutes later we see Vanessa looking down on the ground with a nervous look on her face as she and the rest of team were walking up pink-colored platforms made by Gwen to get in the air high enough to get a better view of the cornfields.

Vanessa: "Okay, how are we doing this again?" She asked, causing Gwen to give her a smirk as they continued walking up the mana powered platforms.

Gwen: "Magic."

Vanessa: "Oh, yeah that _totally_ answers my question" She said sarcastically, causing Gwen to give her look, before suddenly stopping as they were finally high enough to see the circuit-boards on the cornfields.

Gwen: "Like I said this aren't crop-circles, they are circuit-boards. I think this whole valley is some kind of giant machine"

Ben: "Hey, check it out!" He said while pointing over to the side as they all saw sparks of electricity flashing in and out on the cornfields.

Vanessa: "Aha, I knew I was innocent! Take that sheriff!" She screamed while pumping her fist in the air in victory as Ben smirks at her, before getting a serious look on his face as he straighten out his jacket.

Ben: "Lets go down and get a closer look"

 **{Time Skip}**

The story then skipped as we see Ben and the rest of the team stealthy walking thru the cornfields as they stopped and saw a man in a weird suit shooting some kind of blue ray at the cornfields with the help of a weird alien-like weapon, the man in suit finally stopped shooting as he gives an another man in suit that was supervising him from the sidelines a thumbs up. The other man in suit gave a thumbs up back to him, before pulling out a giant remote as he pressed a couple of buttons and flipped a switch, causing the circuit-boards to suddenly power up one by one and before the team can react a big flash of light occurred, causing them to cover their eyes and once the light dismissed. The team were surprised to see giant tower suddenly appeared out of the ground as it shot blue lighting into the night sky and suddenly snow started fall down from the sky, the team slowly walks out of the cornfields and were surprised to see the entire valley covered with snow.

Vanessa: "So this is how snow is made, I should really start ignoring my science teacher" She said, causing the team to give her a look as she laughs nervously and rubs her neck. "Sorry I like to make jokes, so I can forget how terrified I am right know" She said with a nervous grin as Kevin hangs back from the group and shiver's from the sudden change of weather.

Kevin: "On second thought, maybe I should have brought my jacket" He said with a look of regret on his face as he rub's his hand for warmth, while Ben walks a few feet away from the group as he looks at the giant tower with the look of realization on his face.

Ben: "Its some kind of Weather Machine" He said as Vanessa got wide eyed at this and was about to ask him if this sort of thing happens to him all the time, when suddenly a familiar siren was heard as Vanessa and the rest of the team turns around and saw Sheriff Manson and his deputies pointing there guns at them.

Sheriff Manson: "All right, freeze!"

Kevin: "Already working on it" He said sarcastically, while hugging himself for warmth as Sheriff Manson walks up to them and gives Vanessa a cold look (Pun intended).

Sheriff Manson: "I took it easy on you Cunningham out of respect of your past abuse-" He said, before getting interrupted by Vanessa as she gives him a _very_ angry look.

Vanessa: "YOU TOOK IT EASY ON ME!? YOU LOCKED ME IN JAIL, RAN ME OVER AND SHOT AT ME! HOW IS THAT TAKING IT EASY ON ME?!" She screamed, but Sheriff Manson gave her the cold shoulder (I'm killing it with the puns today!) and continues walking up to them.

Sheriff Manson: "…But you build this machine to steal the heat, so you can fuel up your powers"

Vanessa: "THAT DOESEN'T EVEN MAKE ANY SENSE!" She screamed, causing the other policeman behind The Sheriff to stiffen as he pulls out his gun and aims it at the surprised teen.

Policeman: "Don't move, freak!" He screamed, causing Vanessa to back away in fear/hurt as Ben stood in front of Vanessa protectively and held out his watch.

Ben: "Stay away from her!"

He screamed with a pissed off look on his face as The Police Officer was about to shoot at them, when suddenly a big figure landed behind of him, causing a mini gas cloud to appear as the nervous police officer shakily turns around and saw a large chimpanzee-like alien glaring at him with pure hatred in his eyes as he grabbed the terrified Police Officer from his shirt and hoist him up in the air. The chimpanzee-like looks almost exactly like an earth chimpanzee, except that he was as large as a car, had orange colored fur, has spiky red hair that is on fire and red fiery eyes, wears an orange colored jumpsuit with red fingerless gloves and has a Yellow Hourglass Symbol on his right shoulder…Oh and also he has a skull for a head and his body is completely made of fire.

Chimpanzee Like-Alien: "If you even try to aim your gun at my cousin again, you feel the full wrath of Blazepanzee!" He screamed as he punched The Police Officer across his face, causing the old police officer to fell to the ground as Ben and his team looks at ape-like alien with a surprise looks on their faces, while Vanessa only gasps in surprise as she saw the familiar Hourglass Symbol on his right shoulder.

Vanessa: "Mikey!" She screamed with a big smile on her face, causing Ben to give her a shocked look as Blazepanzee looks over at Vanessa and smirks at her.

Ben: "Wait! Wait! Wait! That's your cousin!"

He screamed as she nodded, before looking up in the sky as she saw her cousin landing in front of them, before transforming himself back to normal with a flash of yellow light. Standing where Blazepanzee just to be was an 18 year-old boy with pale skin, brown eyes, spiky blue hair in the form of a Mohawk (Also I would like to say that Vanessa and Mikey's blue hair is natural and is not sprayed on) wears a leather jacket with a white shirt underneath, black leather pants and wears The Anamatrix Glove on his right hand.

Mikey: "Hey cus, did you miss me? He said with a big grin on his face as he walks up to her and hugs her, while she...only shoved him off as she gives him an annoyed look.

Vanessa: "Where the hell were you!? I send out the distress signal like 4 hours ago, you asshole!" She screamed, causing Mikey to laugh at her as he hugs her again.

Mikey: "Yeah, miss you two cus" He said as Vanessa gave him an unamused look. "Alright, alright, stop giving me the look. I'm sorry for not coming sooner when I got your signal, but I had a…problem along the way and I had to handle it" He said, before noticing Ben and his team, still looking at him with shock looks on their faces as he let got of Vanessa and stood in front of her. "Who are they?" He asked suspiciously as he held out his gloved hand, ready to activate it if necessary.

Vanessa: "Mikey, calm down, this guys are just new friends that I made" She said seeing her cousin tense as she puts her hand over his to calm him own, before looking over to her new friends as she clears her throat. "Ben, Gwen, Kevin this is my cousin Mikey, Mikey this is my new friends Ben, Gwen And Kevin" She said as Mikey looks over at Ben with a surprised look on his face as he notices The Omnitrix on his left hand.

Mikey: "Wait a minute, _that's_ Ben Tennyson! The owner of The Omnitrix, the one who convinced Azmuth that there was hope in the universe…I thought he will be taller" He said while looking at him up and down, causing Vanessa and Kevin to laugh out loud as Ben blush in embarrassment and was about to retort to the older teen, when suddenly they heard a loud yell as they turned around and saw Sheriff Manson waving his arms around in frustration.

Sheriff Manson: "ENOUGH OF THIS! VANESSA YOU AND YOUR ASSOCIATES ARE COMING WITH US AND THAT GOES FOR YOU TO PUNK!" He said, while pointing over at Mikey as the latter gives him confused/annoyed look.

Mikey: "What did I do?!" He screamed as Sheriff Manson was about to retort when suddenly out of nowhere a blue ray hit two of The Sheriff's deputy's, causing them to instantly be frozen as multiple man in suits came out of the cornfields and aimed their blasters at the surprised group.

Sheriff Manson: "What did you to my men?!" He asked to the masked men, but they just gave him a blank look as they aimed their blasters over at his direction and started shooting at him, causing him to raise his arms In reflex as the icy blast's were about to hit him. When suddenly Gwen jumped in and made a mana shield in front of him, causing him to look at her in surprise as small cracks started appearing on Gwen Shield.

Gwen: "Cant take too many of these" She said with a strained voice as Ben, Vanessa and Mikey looks at each other and smirked as they raised their hands to their respective devices.

Ben, Vanessa and Mikey: "You don't have too!"

They said in perfect unison as they pressed down on their respective devices and a green, purple, yellow glow covered them and once it dismissed, we see Ben transforming himself into Swampfire, While Vanessa transformed herself into Wildfire and Mikey transforming himself into a large Rhino like-alien. The Rhino-like alien looks almost exactly like The Rhino from Ultimate Spiderman, except that he was completely green and is a little bit smaller than him, has black eyes with spiky black hair, wears ripped black pants with black fingerless gloves and has The Anamatrix Symbol planted on his forehead.

Ben: "Swampfire!" He screamed as he raised his hands and started shooting multiple fireballs in the air to distract the mam in suits from shooting at Gwen's shield.

Vanessa: "Wildfire!" She screamed as she followed Ben pursuit and started shooting multiple red fireballs in the air to help her friend get some breathing room.

Mikey: "The Rhino!"

He screamed as he jumped up and landed in the middle of the ground, causing a big shock wave to appear as some of the man in suits got caught in it and flew off into the air, before falling down into the ground as they all slowly went unconscious. The remaining man in suits started shooting vigorously at The Rhino, hoping that there blasts will freeze the giant green beast, but didn't succeeded as Kevin jumped on The Rhino's back and used the momentum to catapulted himself over to the man in suits as he grabbed one of their guns and started started absorbing the metal from it, causing his hands to be covered in black metal as he started punching the man in suits left and right. Meanwhile with Gwen, we see her letting out a sigh in relief as she deactivated her shield and ran up into the fight as she raises her hands in the air and trapped one of the man in suits with her mana powers, the young Tennyson grunted a little as she hoisted the surprised minion up in the air and threw him to a tractor, causing it to explode upon impact as the man in suit groan in pain and slowly goes unconscious. Meanwhile elsewhere, we see Swampfire and Wildfire standing in the middle of the cornfields as they were surrounded by three man in suits as the latter aimed their weapons at the fire/plant-based aliens, the future couple looks at each other for a moment and smirked as they went back to back and started fighting the man in suits. Wildfire gave one of the man in suits a fierce glare as the latter quickly blasted her with his icy weapon, but sadly for him he missed as Wildfire propelled herself up in the air thanks to her fire powers and kicked him on his chest, causing him to stumble a little bit as Vanessa landed on the ground and blasted him with a mini fireball, causing the masked minion to go flying in the air as he landed on the cornfields with a loud thud. With Ben we see him dodging multiple shots fired from one of the man in suits as he jumps up high in the air and landed on the minions weapon, effectively destroying it as he puts his hand on the man's chest and blasted him with a fire stream, causing him to go flying into the cornfields as the sound of his screaming could be heard in the background. Elsewhere we see the nervous police officer from before shaking in fear as one of the man in suits aimed his gun at him and shot at him, causing him to duck in fear as Sheriff Manson jump's on the minions back and grabbed his gun as he aimed it at one of the man in suits and fired at him, causing the surprised minion to be immediately frozen as Sheriff Manson jumps off the minions back and kicks him to the ground. But unknown to him a man in suit was stealthy walking behind him and was about to blast him with his weapon, when suddenly The Rhino appeared beside him as the latter rammed him to the side, causing the minion to fell down to the ground as The Rhino's horn accidently ripped off the mask from the man's suit. The Rhino huffed as he was about to charge again, when suddenly he stopped as he noticed that the man in suit stood up and tore of the rest of his suit off, revealing to be an alien as it had a brown humanoid-like body with black hands, black feet and has a weird purple squid-like head with one giant green eye and a small red pupil.

The Rhino: "Hey, guys! The man in suits are not human and this thing looks exactly like the kind of aliens that gave me trouble on the way here!" He screamed as Swampfire looks over to where The Rhino was and immediately got wide eyed as he noticed a very familiar, but ugly face.

Swampfire: "Oh, man! These things are like the aliens we fought back on the ship!" He screamed to his team as the humanoid alien "glares" at the group as he ran's up to The Rhino and raises his fist in the air.

Humanoid Aliens: "We are the DNAliens! And we will destroy you all!" He screamed as he punches The Rhino's chest at full force…only to reel back his hand in pain as Mikey chuckles at him.

The Rhino: "That tickles." He said as he raises his hand over the groaning DNAlien and flicks his forehead, causing the hybrid alien to go unconscious as Swampfire and the rest of the team walks up to him.

Swampfire: "Hey, remember how cold it was on their ship" He said, while turning to his team as Wildfire looks over at the unconscious alien with the look of curiosity/disgust on her face. "I think they need cold weather, so their making some"

Kevin: "Kind of make sense"

The Rhino: "So, what? Their big plan is to make the place colder?"

Wildfire: "No, it has to be something bigger than that"

Swampfire: "Vanessa's right, whatever their planning here we got to sto-" He said before getting cut- off as a blue ray suddenly appeared out of nowhere and blasted him, causing him to be frozen as the group back up in shock.

Vanessa and Gwen: "Ben!" They screamed as they were about to help Ben, when a blue ray suddenly appeared and blasted Gwen, causing her to immediately frozen as multiple DNAliens started appearing out of the cornfields.

The Rhino and Kevin: "What the hell?" They screamed as one of The DNAliens aimed his gun at them and fired, causing them to be frozen as well as Sheriff Manson pulls out his gun and started waving it around.

Sheriff Manson: "Were surrounded!" He screamed stating the obvious as an another DNAlien appeared out of the cornfields and blasted him , causing them to be frozen as Vanessa saw this and got angry.

Wildfire: "NO, LEAVE HIM ALONE!"

She screamed as The DNAlien noticed her and blasted her, causing her to flinch as the blast hit her dead on…and nothing happened. Wildfire stares at herself in surprise as The DNAlien got nervous and set his blaster to maximum as he blasted her again, but yet again nothing happened as Vanessa crosses her arms and smirks at the surprised alien.

Wildfire: "Guess I'm to hot to handle" She said with a grin, before regretting what she said as more and more DNAlines started appearing out of the cornfields. "Whoa! whoa! Wait a minute guys! I'm just one girl, I can take you guys all at once!" She said as elsewhere we see Swampfire slowly thawing himself out thanks to his fire powers as he shakes his head and looks at his hands.

Swampfire: "Okay…that was weird" He said, before covering his ears as he heard a loud roar as he turns around and saw The Rhino suddenly bursting out of his frozen prison as he had a **very** pissed off look.

The Rhino: "NOBODY TRAPS THE RHINO!" He screamed as Swampfire rolls his eyes at him, before looking over to the left as he noticed a group of DNAlines heading their way towards the nervous pyronite.

Swampfire: "Need some help" he said with a chuckle, causing Wildfire to glare at him as she continued walking away from the hoard of aliens.

Wildfire: "Don't laugh at me you asshole and help me!"She screamed, causing Ben to chuckle again as he raises his hands and releases a green smoke, causing the cornfields to suddenly spring into life as they grabbed all of The DNAliens and slammed them against each other, causing them to fall down to the ground unconscious as Wildfire sighs in relief and gives the gassy alien a small smile. "Thanks"

Swampfire: "Don't thank me yet, we still need to take out that weather tower" He said while pointing over to the large tower as multiple DNAliens could be seen standing on top of it. "I need you to take out the guards on top, so I can get close and destroy the machine once and for all"

The Rhino: "And I'll help" He said with a grin, while Vanessa only looks up at the tower with a doubtful look on her face as she nervously twirls her thumbs.

Wildfire: "But I don't know if I can do it, I _really_ suck at flying as Wildfire" She said causing Swampfire to chuckle at her half heartily as he puts his hand on her shoulder, causing her to blush as Mikey gives the pair a suspicious look.

Swampfire: "Yeah I had trouble at first too, let me show a trick I learned"

He said causing Wildfire to grin as Ben leans over to her and started whispering at her ear. A few minutes later we see Wildfire riding on a piece of stone as she reaches to the top and blasted multiple fireballs at the aliens, causing them to fell of the machine as Wildfire turns around and gives Ben a thumbs up. Ben gives her a thumbs up back as two DNAliens appeared out of nowhere and combined their weapons to launch a massive ice blast, but Swampfire didn't even flinch as he countered their blast with a large fireball, causing the minions to fell down from the shock wave of the two blast combining as The Rhino ran pass Ben and grabbed the machine as he started lifting the giant machine up with the help of his immense strength...but was failing.

The Rhino: "Yo, Tennyson! I need some help here, this thing is heavy!"

Swampfire: "I got your back big guy"

He said as he ran up to the machine and helped The Anamatrix Wielder lift up the VERY heavy machine, both of the boys grunted as they managed to lift up the giant machine from its hinges, before letting out a loud yell as they managed to push off the giant machine from the ground as it fell down to the ground with a loud thud, both of the boys panted loudly as they transformed back to normal and fell down to the ground comically. Wildfire saw this and got worried as she was about to fly down there and check up on them, when suddenly she noticed that the snow started melting and the weather was slowly returning back to normal, Vanessa smiled at this as the boys gives her a thumbs up...before falling down due to exhaustion.

 **{Time Skip...Again}**

The story then skipped again as we see Wildfire freeing everyone from suspended animation thanks to her fire powers, while Ben and Mikey stood by since their devices needed a recharge...and also because they were to tired.

Sheriff Manson: "What happened?" He asked, after being the last one to be unfrozen as Wildfire transforms back to normal and smiles at him  
Vanessa: "After we defeated the aliens, me, ben and Mikey destroyed the weather tower and I used my fire powers to free you all from suspended animation"

Kevin: "We helped!"

Ben: "But not much" He said with a smirk as he walks over to Vanessa and saw her hiding The Zennatrix into her pockets. "Hey, Vanessa we were wondering if you will go with us to Bellwood and join our team, we could really use the help" He said, before getting a nervous look on his face as he noticed Vanessa staring at him with wide eyes. "I-I mean if you want to, I mean if you want to stay here or go back with your cousin is fine with me, although I really wish you will come with me-I mean us-I mean" He said before getting interrupted by Vanessa as she gives him a small smile.

Vanessa: "Shut up you dork, of course I want to go with you" She said, before hearing a cough behind her as she turns around and saw Mikey giving her a neutral look. "Oh, my god. Mikey I am so sorry. I forgot that you probably want me to go live with you, but I really want to go with these guys and kick alien ass and you live so far away and-" She said before getting interrupted by Mikey as he gives her a grin and laughs at her endless rambling.

Mikey: "Vanessa its okay, you can go with them if you want" He said causing Vanessa to smile at him as she hugs him back.

Vanessa: "Really, its okay?"

Mikey: Yeah...and also because I didn't want to wake up at the middle of the night to hear you snoring like a pig" He said, causing Vanessa to hit his chest with an angry "Hey!" as he laughed at her, before turning over to Ben and his team as he walks up to them and gives them a dark look. " **You guys better take care of my cousin or else I will transform into The Rhino and crush you all! Do I make myself clear?"**

He said, causing them to quickly nod "Yes" as Vanessa laughed at this and smiled as she couldn't wait for all the crazy alien adventurous she will do with her new friends and maybe get a boyfriend in the process~

 **And boom, first episode done! Also I wanted to say to you guys that I actually wanted to introduce Mikey a few episodes later, but I decided to do it now since it made sense and also Mikey doesn't live on Bellwood and will not be the main character in this story (Vanessa is) instead he will be a recurring character that only shows up to visit, if the plot demands it or if some really heavy shit is going down. And one last thing, I wanted to say that Vanessa is not going to live with Ben since it will be a little awkward and don't really know how to introduce her to Ben's parents, also she is not going to live with Gwen since I don't like her mother very much (I don't hate her, its just that she is very depressing) and there is no way in hell that she is going to live with Kevin, but don't worry folks I have the PERFECT place for her to live in, leave a review to guess which place I'm thinking off.**

 **Anyway as always, I will catch you all later**


	6. Episode 2, Part 1

**Boom another chapter done! I actually had fun writing this chapter than the others for some reason, anyway I wanted to say sorry for the wait but I had so much homework and exams, you know how it is...Anyway I own nothing except my OC's.**

 **NOW LETS GET ON WITH THE STORY!**

{Episode 2: Kevin's Big Score}

The story starts on a dark alleyway in the middle of the night as a little rat could be seen scurrying around the disgusting alleyway searching vigorously for scraps of food, when suddenly the rat raises his head in alert and fear as his ultra sensitive hearing picked up a weird sound a few feet away from him, but before the frighten rodent could escape. A blue blast suddenly appeared out of nowhere and blasted the poor rodent square in its chest, causing it to fell down to the ground dead as a mysterious porcupine-like alien suddenly appeared out of the shadows and had a big grin on his face as he licked his lips in hunger.

Mysterious Porcupine-Like Alien: "Ha." He said as he ran over to the fallen rat and picked it up by its tail. "Easy dinner"

He said as he slurped down the rat down his throat and successfully eat it as he licked his lips in satisfaction, the mysterious porcupine-like alien then let out a sigh as he was about to bring out his phone and call someone. When suddenly a bright light shine down at him, causing him to squint his eyes as the bright light disappears and we see Kevin's car driving up to him as Kevin rolled down his window and gives the mysterious alien a neutral look.

Mysterious Porcupine-Like Alien: "Kevin, buddy. I been waiting for like an hour"

Kevin: "I said I be here and I'm here, Argit. What's your proposition?"

Argit: "Aw, why do you have to be such a downer? After all the hell we been thru, aren't you glad to see your old running buddy" He said with a sleazy grin, while Kevin only raises his eyebrow at him as he slowly rolls up his window and started up his car, causing Argit to panic as he presses his face against the young teen's car window. "No, wait! I got that tech you were looking for!" He said causing Kevin to stop in his tracks as he rolls down his window and gives his old con buddy a small glare.

Kevin: "What makes you think I'm looking for something?"

Argit: Aw, come on Kev. Octagon Vreedle says you been bid-messaging the underground swappers, your in the market for a specific primo-machine and I got it"

Kevin: "For real?" He said with a surprised tone, causing Argit to give him an annoyed look as he pulls out his cell-phone from his jacket.

Argit: "Oh, _now_ your listening, now that I can do something for you! You are so off my contact list!" He said as he pressed a button on his phone and walks off with a huff, causing Kevin to let out a long sigh as he slowly drives up to the ticked off alien.

Kevin: "Come one Argit, you burned me on so many deals, so many times! It makes me forget how tight we really are" He said causing Argit to stop walking as he turns around and gives Kevin a toothy grin.

Argit: "kev, buddy. I cant stay mad at you…not when theirs money involved he he he" He said with a small chuckle as he gives Kevin a fist pump

Kevin: "So, lets see it?"

Argit: "Oh...Um, well...I don't actually "got it, got it" per se" He said with a nervous laugh, causing Kevin to get an annoyed look on his face as he slammed his fist on the side of his car in frustration.

Kevin: "Aw, come on!"

Argit: "But I can make the connections to the guy who does, I have to warn you thou, its gonna cost ya" He said causing Kevin to narrow his eyes at him as Argit started whispering at his ear.

{Time Skip}

The story then skipped to late at night as we see Vanessa walking out of The Rust Bucket with a big smile on her face as she closes the door behind her.

Vanessa: "Thank you guys for letting me live on your Grandpa's motor home, are you sure its alright for me to live here?" She asked to Ben, who was sitting next to Gwen on lawn chairs looking thru old family photos, while Kevin was seen down below making repairs to The Rust Bucket.

Ben: "Don't worry Vanessa, Its okay"

Vanessa: "Are you sure? Because this is your grandfather's home and I don't really want to intrude"

Ben: "Nah, I'm pretty sure that Grandpa Max will be okay with you living in his RV, until he comes back"

Vanessa: "Oh, Okay...Hey wait a minute, I just thought of something. Where am I going to live, when your grandpa comes back?" She asked as she sat down on a lawn chair next to Ben, while the latter thought over her question...before shrugging.

Ben: "Eh, will cross that bridge when we get to it" He said with a goofy smile, causing Vanessa to giggle at him as Gwen walks over to the pair and shows Ben an old photo.

Gwen: "Hey, Ben check it out. Its us in front of the old Rust Bucket" She said causing Ben to laugh as he grabbed the photo and looks at it with a small smile, Vanessa curiously leans over to Ben and saw a younger version of him and Gwen standing in front of an old man who was wearing a Hawaiian shirt and had a small smile on his face.

Vanessa: "That's Grandpa Max? Huh, he looks younger than I thought he will be" She said, before letting out a snort as she noticed Ben making a face at an annoyed Gwen. "You look like such a dork in this picture, Ben"

Ben: "Yeah, but that whole summer was incredible, right Gwen?" He asked while turning over to Gwen with a big smile on his face, causing Gwen to nod at him as he stood up and walked away from the girls as he stared up at the night sky with a nostalgic look on his face. "Hero time all the time, Kevin still a bad guy" He said with a smirk, causing Kevin to roll his eyes at him as he rolled away from The Rust Bucket and stood up.

Kevin: "Let it go Tennyson, I know your only here to keep an eye out for me and to spend time with your girlfriend~" He said with a smirk, causing Ben and Vanessa to blush and look away from each other as Gwen laughs at their blushing faces, before walking up to Kevin.

Gwen: "Give them a break Kevin, you haven't stopped teasing them ever since we got back from Grover's Hill"

Kevin: "What? Is fun to see their faces turn red as a tomato" He said with a laugh, causing the young teens to blush even more as Vanessa stands up and walks over to Kevin.

Vanessa: " _Anyway_ , I just wanted to tell you thanks for fixing up my new temporary home"

Gwen: "Yeah that was really sweet of you" She said with a small smile, causing Kevin to blush from the sudden compliments as he looks away and cleared his throat.

Kevin: "Yeah, well I didn't want the kid to live on a broken RV so-" He said before suddenly getting a kiss on the cheek by Vanessa as she gives him a grateful smile.

Vanessa: "Thanks for doing this Kevin, it really means a lot to me" She said, causing Kevin give her a surprised look, while blushing madly as Ben looks over at Kevin with the look of jealousy in his eyes.

Kevin: "Its no problem, happy to help" He said causing Vanessa to smile at him as he looks over to the left and saw Gwen preparing to enter into the RV. "Hold it!" He screamed as he ran pass a startled Gwen and poked his head out from the inside of The RV. "Not yet" he said with a fake smile, causing Vanessa and Gwen to give him confused looks as he popped his head back into The RV and closed the door.

Ben: "Still not buying the nice guy act, Kevin!"

Gwen: "Ben!" She hissed at him, but Ben only shrugs at her as Vanessa walks over to him and crosses her arms.

Vanessa: "Look I know that you guys just to be enemies and all, but cant you at least _try_ to be nice to him?" She asked, causing Ben to scoff as he crosses his arms and looks away angrily.

Ben: "Well If you ask me, I think that you were a little bit _to nice_ to him" He muttered, causing Vanessa to give him a confused look as she was about to ask him "What wrong with you?", when suddenly Kevin's voice was heard from inside of the vehicle.

Kevin: "Okay, I'm going to try the engine!" He screamed and a couple of seconds later, The RV suddenly burst to life with a loud roar. Causing the girls to cheer for him, while Ben stood back with his arms crossed as he had a jealous look on his face.

Vanessa: "Way to go Kevin!" She screamed with excitement as she was about to go into The RV and give her new home a test drive (Even though she cant drive yet) when suddenly The RV started to move, causing Ben to quickly tackled the girls to the ground as Kevin speeds away from them, along with Vanessa's new home.

Ben: "WHAT THE HELL!? GET BACK HERE KEVIN!" He screamed as Vanessa stands up and looks over at the direction where Kevin went with an angry/shock/betrayed look on her face.

Vanessa: "Oh, hell no! I know that boy did not just steal my new home, ITS TIME TO ALIEN UP!" She said as she brought out her Zennatrix from her pockets and raised it high up into the air.

Ben: "Its time to alien up?" He asked with a confused look on his face, while Vanessa only grins at him as she plants The Zennatrix into her chest.

Vanessa: "What? Its my new catchphrase. You now like when you say "Its hero time!", I just thought it will be fun to have a catchphrase of my own". She explained as Ben only gives her a look, before sighing as he pulls out his hand to activate his Omnitrix.

Ben: "Can we just go and catch Kevin already"

Vanessa: "(Grins) Not until you say your catchphrase!"

Ben: "…Are you serious?"

Vanessa: "Oh, come on! I will look ridiculous if I say my catchphrase alone! Come on, please say it. It will make me very happy"

Ben: "(Sighs) Fine…ITS HERO TIME!" He screamed as he slams his hand on the Omnitrix, causing a green light to appear and once it dismissed, we see him transforming himself into Big Chill as he unfolds his wings and struck a heroic pose. "Big Chill!"

Vanessa: "See, now was that so hard"

She said with a grin as she raises her hand over her Zennatrix and taps it, causing a purple light to occur and once it dismissed, we see an Kineceleran-like alien striking a heroic pose with her tail swinging back and fourth as blue electricity travels across her dinosaur-like body. The Keneceleran-like alien looks almost exactly like XLR8, except that she was shorter, her face lacked the black markings, has small yellow eyes with a big scar going thru the left one and has longer claws. Her jumpsuit is mostly dark purple with a light purple section around her neck that goes down to her chest in a V formation, she also has light purple stripes on her forearms, wrist and her tail and has The Zennatrix Symbol planted firmly on her chest...Also She doesn't wear her infamous snapback hat and glasses since she wears a helmet and her visor covers up her entire face.

Vanessa: "Hyper-bolt!"

Big Chill: "Hmmm, okay I will admit that I miss saying it. Now come on, lets go before Kevin escapes" He said before getting a surprised look on his face as he noticed that Vanessa was already running after Kevin, leaving behind a trail of blue electricity.

Hyper-bolt: "Try to catch up, slowpoke!"

She said with a grin, causing Ben to shake his head at her as he lifts himself up into the air and flew off after Kevin, while Hyper-bolt ran close behind him. Meanwhile with Kevin we see him driving The RV with a small frown on his face as he was about to pick out his phone and call Argit, when suddenly he saw Big Chill flying close behind him with Hyper-bolt running close behind him, Kevin had a smirk on his face as he pushes a button on the control panel and suddenly a weird looking ray gun appeared on the roof and started blasting them, the young shape-shifting heroes got wide eyed at this as Vanessa quickly zig-zags around to dodge the incoming blasts, while Ben only turns intangible and let the deadly blasts harmlessly phase thru his body.

Big Chill: "Okay enough of this!" He said as he flew down towards Hyper-bolt and picked her up, causing Vanessa to let out a startled cry as he flew ahead of Kevin and waited for the backstabber to get close to him.

Hyper-bolt: "Hey let me go! I don't like being carried!"

Big Chill: "Sorry Vanessa, but in order for my plan to work, I needed you to be off ground"

Hyper-bolt: "What plan?"

Big Chill: "This one." He said with a grin as he saw Kevin driving up to them and lets out an icy blast, causing the road to be instantly frozen as The RV hits the ice and started swerving left and right uncontrollably.

Hyper-bolt: "Oh, I see. That is actually a good plan" She said, before getting a surprise look on her face as The RV tires suddenly sprung out spikes and effectively destroyed the ice. "I stand corrected." She said with a laugh, causing Ben to glare at her as he let go of her and flew after Kevin. "Aw, come on, it was a joke you didn't have to drop me!

She said with an annoyed look on her face as she ran after Kevin and before he can even react, she ran beside the old motor home and rammed it on the side. Causing the young teen to let out a scream as The RV was forcefully thrown off the road and started falling down the hill, while holding tightly on to the wheel Kevin pushed a button on the car and the front suddenly morphed into a battering ram and successfully protected The RV from crashing against the multiple trees heading its way.

Hyper-bolt: "Seriously, it has a battering ram! Damm that RV has everything, does it has high speed internet?" She asked to no one in particular as Ben ignored her and flew after The RV as it somehow landed back into the road with no damages whatsoever. Meanwhile with Kevin we see him with a calm look on his face as he looks at his rear-view mirror and saw Big Chill catching up to him, while turning intangible.

Kevin: "Nice try but tonight, your minding your own business"

He said with a glare as he pressed a couple of buttons on the control panel and a mini missile launcher suddenly appeared on the side, causing Ben to let out a curse as Kevin launched a missile at him and it exploded on his face. Causing Big Chill to let out a painful scream as a net suddenly appeared out of the missile and wrapped around him as it started shocking him senseless, Ben then fell down the ground and grunts in pain as he transforms back to normal and saw Kevin driving off with his Grandfathers RV into the night.

Ben: "Damm it!" He screamed as purple blur suddenly appeared beside him and a purple flash occurred, causing Ben to cover his eyes as the flash subsided and we see Vanessa carrying Gwen on her back as she drops the red head on the ground and cracks her back.

Vanessa: "Sup Ben, what did I miss? After you left I ran back and picked up Gwen" She said before turning over to Gwen, who stood up and rubbed her sore butt. "And also you need to loose weight Gwen, you nearly broke my back when I picked you up" She said with a grin, unaware that Gwen was glaring at her as Ben looked off to where Kevin had drove off and sighed angrily.

Ben: "He got away!"

Gwen: "Whoa!" She said with a surprised tone, causing Ben to glare at her as she laughs nervously "I mean, Oh no!"

Vanessa: "Smooth." She said with a deadpanned voice as she walks up to Ben and puts her hand on his shoulder. "Hey are you okay?" She said with a worried look, but Ben ignored her as he shrugs off her arm and started pacing around angrily.

Ben: "How could I let my guard down?! He is a liar and a thief!

Gwen: "That was the old Kevin. He is different now, he changed"

Vanessa: "I don't know Gwen, stealing an old man's RV and backstabbing your friends isn't really the sigh of changing"

Gwen: "(Rolls her eyes) Whatever, lets just go and find him"

Ben: "How?"

Gwen: "I can track his mana with this" She said while pulling out his handkerchief, causing Ben and Vanessa to give her weird looks as she started using her powers to track Kevin.

Ben: "...You kept his sweaty handkerchief?"

Vanessa: "That is so wrong on so many levels, what you kept his dirty underwear too?" She joked, causing Gwen to blush as she turns around and continued using her powers to track Kevin. "...Oh my god I was just kidding, you stole his underwear?!" She asked with a disgusted look on her face, but Gwen ignored her as she finally got a lead on where Kevin was.

Gwen: "Got Him." She said with a smirk, while still holding on to the sweaty handkerchief as Vanessa gives her a deadpanned look.

Vanessa: "You still haven't answered my question."

 **And done! I really loved how I made Gwen into a creepy stalker, I don't hate her I just thought it will be funny. Also I will like to say once again that I am really grateful and happy for all the reviews, favorites and follows I got, it keeps me fuel up to make more chapters and I cant wait to get even more in the future!**

 **Anyway was always, I will catch you all later**


	7. Episode 2, Part 2

**Booya, new chapter! Hey guys I just recently watch the new reboot series and I have to say...its not that bad. I mean there was some times where I was like WTF (Especially when people don't freak out when they see Ben in his alien forms) but actually I like the show and I am very happy with how Gwen is in this series, she is less strict and more fun but still knows when to be responsible. And I just love to see Ben 10 back in the air...anyway I own literally nothing of ben 10 only my OC's**

 **NOE LETS GET ON WITH THE STORY!**

The story starts with Argit looking over The RV with a tiny flashlight in his hands, while Kevin stood back and waited for his "friend" to finish his inspection.

Argit: "Hmmm…hmmm, yep… Alright" He said as he closed the hood of The RV and walks over to Kevin as he gives his old running buddy an unimpressed look. "It's a piece a shit, man"

He said with a blunt voice, but Kevin didn't say anything as he enters The RV and takes out his plumber badge, Argit reluctantly follows him inside and saw him waving his plumber badge in front of a cabinet, causing it to open up with a small beep as it showed array of high-tech alien-based guns. Kevin turned to Argit and gave him a smirk, only for him to get a shrug in response as he walks over to the steering wheel and waves his badge in front of it, causing it to open up and show the control panel.

Argit: "Like I said a piece of shit" He said, before getting a greedy look on his face as he found something _very_ interesting on the control panel. "But the aftermarket extras are worth a fortune!

Kevin: "Think your guy will take it?"

Argit: "Oh, yeah…if he ever got the chance!" He screamed as he turns around and shot his quills at Kevin, causing him to let out a surprise/angry grunt as he suddenly got stiff and fell down to the ground, unable to move in inch of his body.

Kevin: "I. CANT. MOVE!"

Argit: "Oh, sorry Kev. See this old and disgusting motor home is worth enough cash that will pay off everybody I owe and finally live a little" He said with a chuckle as he picked up Kevin (Even though the latter is bigger than him) and threw him out of The RV.

Kevin: "The Rust Bucket's all I have to bargain with! "He said thru gritted teeth as Argit slowly turns around and gives him a fake smile.

Argit: "You should have held out on me buddy" He said with an evil smirk as he slams the door shut and walks over to the driver's seat as he sat down and poked his head out of the window. "When you can walk again you go see him, a tech dealer named Vulkanus, he says he knows you and wants you dead!"

He said with a laugh as he starts up the stolen RV and drove off, leaving behind a paralyzed Kevin as he lets out a grunt and moved his hand to the ground as he used his powers to absorb the concrete ground down below. Causing him to be covered from head to toe in concrete body armor as he stood up, no longer affected by the paralyzing quills as he picked up a giant boulder and hurled it at the mobile RV, but sadly for him Argit saw the incoming projectile coming as he easily evades it and drives off. Kevin lets out a huff in annoyance as he powered down and turns around, only to get a terrified look on his face as he saw Vanessa standing in front of him with her sword aiming at his neck.

Vanessa: "You have about three seconds to explain why you stole my home or else I am going to cut your throat open and use your spine as a pogo stick! (If you guess where I got that reference from, I will be very proud of you)

Gwen: "Jesus, Vanessa! Calm down and put away the sword, before you do something that you will regret!" She said as she walked over to the pissed off teen and hesitantly grabbed the sword out of her hands.

Vanessa: "Hey the guy stole the place where I live, so blame me if I want to chop off some heads"

Kevin: "Okay everybody just calm down, I know this looks bad-" He said before getting interrupting by an pissed off Ben as he walks over to his old nemesis and gives him a **very** angry look.

Ben: "BAD?! BAD!? IF YOU DON'T GET THE RUST BUCKET BACK I WILL _SHOW_ YOU BAD!" He screamed, causing the girls to look at him with shock/surprised looks as Vanessa slowly leans over to Gwen.

Vanessa: "And you have to hold _me_ back?" She asked, but Gwen ignored her as she watched Kevin giving a fuming Ben a cocky smirk.

Kevin: "Doubt it."

Ben: "Where is Vanessa going to live after this is all over?! And what about when Grandpa comes home, where is going to live then!?"

Gwen: "Okay do I have to separate you two?"

Ben: "He stole Vanessa and Grandpa's home! What kind of an asshole steals a cute girl and an old man's home?! He screamed, causing Kevin and Gwen to give him a surprise look as Vanessa looks at him for a few seconds, before looking away slyly as she nervously twirl's her thumbs.

Vanessa: "…You think I'm cute" She said while blushing madly, causing Ben eyes to widen in surprise/embarrassment as he looks up to the blushing teen and started shaking his hands around wildly.

Ben: "N-No t-that's not what I meant! I mean you are cute, beautiful even-I mean your gorgeous-I mean…the bottom line is Kevin stole The RV! He shouted, causing Vanessa to smile at him lovingly as Gwen walks over to her embarrassed cousin and gives him a small glare.

Gwen: "One with a very good reason…right?" She asked with a worried look on her face as she turned over to Kevin, who gave her a nod as Vanessa walks over to the group, still blushing from the recent event.

Kevin: "Yeah, this is important"

Ben: "Important to _you_ " He said with a harsh tone as Kevin to glare at him, before taking out his plumber badge from his pockets.

Kevin: "One second." He said as he pressed a button on the badge, causing it to pop out a holographic blue map that shows a tiny red dot flashing in and out.

Gwen: "You hid a tracking device in the undercarriage" She concluded, causing the rest to look at him in surprise as Vanessa gives the old villain an impressed look.

Vanessa: "Got to admit Kevin, even though I am still mad at you, I am rather impressed"

Kevin: "(Scoffs) Like I let anyone swipe a fortune of plumber tech from me"

{Time Skip}

The story skipped as we see the boys kicking down the door of an abandoned warehouse as Vanessa poked her head in to make sure that the room was clear, before signaling the others to come in as Gwen used her mana powers to light up the room and once the darkness was gone, they were all surprised to see The Rust Bucket completely stripped.

Kevin: "Stripped!"

Vanessa: "(Sighs) Well there goes my new home"

Ben: "Great, so where's your fortune Kevin?" He said sarcastically as he walked over to a pile of tire's and picked up a small piece of alien tech that was laying on the ground. "What is this worth, five bucks?" He asked calmly, before suddenly kicking down the pile of tires in anger as he turns around and gives his team a fierce glare. "WHERE SUPPOSED TO BE KEEPING THE PLANET SAFE FROM AN ALIEN INVASION AND WE CANT EVEN KEEP A MOTOR HOME FROM BEING STOLEN!"

Kevin: "Drop it." He said with an annoyed tone in his voice as he turns around and started walking forwards, before stopping as Ben ran in front of him and gives him an angry look.

Ben: "DON'T YOU WALK AWAY FROM ME!"

Kevin: "(Scoffs) Is this the part where you "hero up" and kick my ass"

Ben; "I'm considering it."

Vanessa: "Ben, stop! Fighting with each other is not going to help our situation, stop trying to pick fights with Kevin!

Ben: "Oh, sure take his side since you love him _so_ much, why don't you just fuck him already and get it over with!

Vanessa: "WHAT!? THAT'S IT! YOU HAVE BEEN ACTING STRANGE ALL DAY AND I AM PRETTY DAMM SURE IS NOT JUST BECAUSE OF THE RV! SO WHY DON'T YOU JUST TELL ME WHAT THE HELL IS WRONG WITH YOU OR ELSE I'M GONNA-"

She screamed, before suddenly going silent as they all heard someone coming in as Gwen quickly turn of her mana ball and allowed the darkness to flood the room once again as they all silently ran around to find hiding spots. The door then flung open as Argit calmly enters the room, while whistling as he walks over to The RV and went inside as he ripped apart of alien technology that was connected to the control panel and smirks.

Argit: "Score, I knew I forgot something!" He said as he puts the little machine in his jacket and walks out of The RV, but then got a suspicious look on his face as he looks over to his left and before he can react, he suddenly he got kicked in the face. Causing him to fell to the ground with a pained grunt as he looks up and saw a grinning Vanessa standing in front him as she planted The Zennatrix firmly into her chest.

Vanessa: "Surprise." She said as Argit quickly stood up and saw Gwen appearing out of the shadows as she projected a mana ball in the air, thus lighting up the room again as a glaring Ben appeared behind Vanessa and a smirking Kevin appeared beside Argit.

Argit: "…Shit."

He said as Kevin lift's his leg and kicked the porcupine based alien across his chest, causing Argit to let out a painful scream as he was sent flying through air and crashed thru a wall. Argit shakily shook his head and quickly recovered from the surprise kick as he sprang back up and started running at all fours with Ben and Vanessa running close behind him as they raised their hands at their respective devices.

Ben and Vanessa: "HERO TIME/ALIEN UP!" They screamed as they slammed their devices down and immediately got engulfed in a green/purple glow and once it disappeared, we see Ben as Echo-Echo and Vanessa as Sound Wave as they both quickly multiple themselves by 5 and jumped up. "Echo Echo/Sound Wave!"

Echo Echo Original: "Vanessa-"

Echo Echo Clone 1: "Don't-"

Echo Echo Clone 2: "Let-"

Echo Echo Clone 3: "Him-"

Echo Echo Clone 4: "Get-"

Echo Echo Clone 5: "Away!"

Sound Wave Original: "Of course-"

Sound Wave Clone: "I won't-"

Sound Wave Clone 1: "Do you-"

Sound Wave Clone 2: "Think I'm-"

Sound Wave Clone 3: "Stupid-"

Sound Wave Clone 4: "Or something!" They said as Argit runs out of the alley and turns to his left, only to see two of Ben clones standing in front of him as they gave him dual glares (See what I did there?)

Echo Echo clones 3 and 5: "No, you don't!" They said as they let out sonic screams at him, causing him to go flying over to a wall with a ladder planted above him as he quickly shakes off the sonic blasts and climbs up the ladder, only to see one of Vanessa's clones standing on top of it as she gave him an innocent smile.

Sound Wave Clone 2: "Hi."

She said as 4 more of Vanessa's clones showed up beside her and shot at him with multiple sonic screams, causing him to fall to the ground in pain as 20 of Ben and Vanessa's clones showed up and circled around him. Argit lets out a strained grunt as he fired multiple quills at the alien army, causing almost all of them to fell down paralyzed as the originals were the only one's standing, Gwen then runs up to the fight and powered up her hands with mana energy.

Kevin: "Watch out!" He screamed from behind Gwen, causing her to angrily turn around as Echo Echo and Sound Waves made more clones of themselves and ordered them to hide.

Gwen: "Don't warn him!" She screamed as Argit noticed her and fired some of his quills at her, but Kevin quickly tackled her to the ground as the quills flew pass them at blazing speeds.

Kevin: "No, _you_ watch out"

Gwen: "Oh." She said after understanding what Kevin said, before suddenly falling down unconscious as Kevin noticed that one of Argit's quill struck her, before turning around as he noticed that he was struck as well and fell down next to Gwen. Argit grins as he turns over the last remaining heroes and gives them a deadly look, causing them to give one back as they prepared themselves to begin their secret plan.

Argit: "End of the lines you little fucks!" He screamed as he crouched down and shot multitudes of quills at them, causing them to immediately fell asleep as he stood up and dusts off his hands. "Ha, that was to easy!"

Echo Echo and Sound Wave's voice: "Oh, I wouldn't say that" They said causing Argit to turn around with a confused look on his face, before falling down unconscious as the clones from before snuck up behind him and knocked him out with a couple of quills they found on the floor.

{Time Skip...Again}

The story skips again as we see Argit slowly waking up from being unconscious as he looks up and saw Gwen and Kevin glaring at him with their arms crossed, Argit started to panic as he looks up and saw that he was hanged on the wall by a sword.

Argit: "What the hell?! Let me go!" He screamed as he tried to shoot his paralyzing quills at them, but for some reason he couldn't.

Echo Echo Clone 8: "Nice try you sonic rip-off, but I super glued your hair to your head"

Sound Wave Clone 14: "And I hanged you up on the wall with my sword" She said with a chuckle as Argit turns over to her and was surprised to see a whole bunch of Ben and Vanessa's clones standing a few feet away from him as one of Ben's clones looks at the others with a concern look on his face.

Echo Echo Clone 29: "Everybody awake?" He asked as they all nodded their heads, before suddenly hearing the sound of snoring as they turned around and saw the original Echo Echo sleeping on the ground with the original Sound Wave sleeping on top his chest. "Eh, close enough"

Sound Wave: "Aww, their so cute together!" She gushed as they all phase into their respective bodies and transformed back to normal as the flash from their transformations woke them up.

Ben: "(Yawn) Man, what a good nap"

Vanessa: "Yeah, I feel more relaxed for some reason" She said, both not knowing that they were cuddling with each other as Gwen and Kevin looks at each other and smirked.

Gwen: "Should we tell them?"

Kevin: "Hmmm, nah maybe later" He said as Ben and Vanessa walks over to them and started interrogating the alien crook.

Ben: "Okay so lets get this straight-"

Argit: "Straight? I'll give it to you straight, you CANNOT trust that man!" He said while motioning at Kevin, while the latter only gives him an confused look.

Kevin: "Me?"

Argit: "Yeah, do you know what he was going to do? He was going to sell your motor home and sell it to a criminal, thank goodness I stopped him!"

Vanessa: "Yeah, right. Like I'm going to believe a talking rat"

Ben: "This creep does have a point, Kevin is always up to something. Self serving shifty and always working on some kind of angle, always a thief" He said causing Kevin eyes to twitch in anger as he grabbed his jacket and hoist him up.

Kevin: "You know what Tennyson?! I don't have to say anything to you!" He said as he let him go and turns towards Vanessa, who was trying so hard not to strangle Ben for what he said. "Or you." He said gently, trying not to hurt Vanessa's feelings because she tried to defend him (Even though she wanted chop off his head off at first) as he turned towards Gwen and talks softer. "Or you either. I'm done with all of you!

He screamed as he walked out of the alleyway and disappeared in the shadows, causing Gwen to give her future boyfriend a sad look, while Vanessa turns over to Ben with anger coursing thru her eyes.

Ben: "What did I do?"

 **And done, I am so exhausted! Anyway I wanted to say that I hope you guys like this chapter, I put a lot of effort into it and be sure to leave a review or favorite.**

 **Anyway as always, I will see you all later**


	8. Episode 2, Part 3

**What sup, my fanfiction peeps! Sorry I was late with this chapter, but I had to help my family with thanksgiving. I really had fun with my family and I love playing with my little cousins, I even volunteered to sit at the kids table just to talk with them (They are way more fun than listening a bunch of old people talking about boring stuff) Anyway Happy Late Thanksgiving!...Also I DONT Own Ben 10, I only own my OC's**

 **NOW LETS GET ON WITH THE STORY!**

The story starts with Kevin hitch-hiking a ride on the back of a random truck as he jumps off and landed on the side of the road with a grunt, Kevin stands up and walked over to a fence as he bends down and crawls thru a small hole in the bottom. After crawling thru the other side of the fence he looked up and notice that he was in an abandoned junkyard filled with old broken planes, Kevin stands up and started walking across the junkyard, not knowing that he was being followed by what appears to be small creatures. Kevin continued walking, until suddenly a bunch of humanoid aliens with pickaxes came out of the shadows and surrounded him as they chattered their teeth repeatedly, the humanoid aliens were wearing red/black outfits, grey goggles with yellow lenses and a belt.

Kevin: "Take me to your boss"

He commanded them and strangely enough they complied as they motioned him to follow them, Kevin followed closely behind the little aliens as they lead him towards a large warehouse and pried opened the doors with their tiny hands as they motioned him to walk inside. Kevin slowly enters the warehouse and saw a familiar figure hiding out in the shadows as It sat down on a large chair made completely of metal.

Kevin: "I hear you were looking for me Vulkanus, well here I am" He said with a smirk as the figure stepped out of the shadows and we see an orange skinned alien with a large jaw and his teeth is merged with his lips. He has two brown horns that extends downward from his jaw and he wears a blue battle suit that covers him from the neck down.

Vulkanus: "Kevin Levin, I cant decided whether to trade with you or tear you to pieces! Remember that counterfeit isotope scam a few years back!"

Kevin: "Yeah, sorry about that"

Vulkanus: "You left me holding the bag and at the mercy of the Plumbers! Luckily I escape, but now I'm stuck on Earth swapping level 3 tech just to get by, thanks to _you!"_

Kevin: "Ancient history, I'm here to make a deal" He said as Vulkanus calm down a little bit and stands up from his chair as he held out his hand, showing the young osmosian a little circular device in his giant hands.

Vulkanus: "I have The Plumber gadget you want, what do you give me for it?"

Kevin: "Look, completely straight. I had this stash of Plumber Tech, but I lost it" He said, causing Vulkanus to narrow his eyes at him as his minions edge closer and closer to an unexpected Kevin.

Vulkanus: "You want to _owe_ me!"

Kevin: "Tell me what I have to do to get it"

He said with a determined glint in his eyes as Vulkanus looks at the little device, before looking over at Kevin as he held out his hand for him. Thinking that he held out his hand for him to shake, Kevin reached out his hand over to his, but before he can react the armored alien grabbed his hand and clutched it tightly, causing him to let out a painful scream as he felt his entire hand break.

Vulkanus: "Neal."

He said while forcing Kevin to Neal down to ground as a floor panel opened in front of him and slowly brought out a giant piece of Taydenite, the most rarest gem in the whole milky way galaxy. Kevin had a surprised look on his face as two glowing cables appeared out of nowhere and grabbed his injured hand as it started pulling him towards the large crystal. Kevin groans as he struggles to pull his arm back from the giant cables, but they were simply too strong for him as the cables forcibly move his hand towards the giant crystal and touched it as he instinctively started absorbing the quantities from the large mineral.

Vulkanus: "First your going to pay me back for the double cross" He said as Kevin let out a painful scream as he tried to stop absorbing the large crystal, but it only make things worst as his hand and soon his whole body was covered with Taydenite.

Kevin: "I…cant…stop…absorbing!" He said, while groaning in pain as his whole body started growing in size and developing crystalized spikes on his back.

Vulkanus: "Yeah that's because I. don't. want. you. too." He said mockingly as his minions unstrapped Kevin's hand from the crystal and dragged him a few feet away from their leader. "Your recursively absorbing a piece of Taydenite that I had in storage, it was the only piece of Taydenite in this spiral of the milky way or it was" He said as Kevin continued screaming in pain as the spikes on his back got bigger and bigger and bigger, Kevin tried to move but he was being held down by a pair of restraints that appeared on the ground. "…Until you came along"

Kevin: "YOUR GARBAGE! YOUR FUCKING GARBAGE! He cursed before letting out a muffled scream as the spikes on his back grew to giant proportions, Vulkanus minions looks at the giant pieces of Taydenite with dolor sighs in their eyes as they jumped on his back and started mining it.

Vulkanus: "You _owe_ me, I'm going to take it out of your high and then sell you off piece by piece and I'm going to do it **forever!** " He said with an dark look in his eyes as his Minions already mined a buck load of Taydenites, while the others stashed them away on floating mined carts.

Kevin: "Do…what you want…with me…just make sure that Ben Tennyson gets that Holo-Viewer!" He said, causing Vulkanus to laugh manically as he casually flicks The Holo-Viewer across the room, much to Kevin's surprise/anger.

Vulkanus: "Your in bad position to make demands!"

Voice: "He would be if he was alone" A ghostly voice said, causing Kevin and Vulkanus to turn around to look for the source of the voice and were surprised to see Vanessa and Gwen casually leaning on a wall, giving the surprised duo a smirk as Ben appeared beside them as Big Chill.

Big Chill: "But He is with us"

Vanessa: "Whether he likes it or not" She said with a small grin on her face as Kevin looked at his team with a surprised/relief/confused look on his face.

Kevin: "You followed me?"

Big Chill: "Yeah that whole "get mad and storm off" routine? Please.

Vulkanus: "You have friends? Had friends." He said as he pulled out a flame thrower and blasted them, causing Vanessa to quickly tackle Gwen to safety as the blast hit Ben dead on. Ben landed on a pile of crates with a groan as Vanessa looks at her groaning friend, before looking over at Vulkanus with fire in her eyes.

Vanessa: "Oh, its on you armored freak!"

She said as she brought out her dual swords and charged at Vulkanus at full speed as she jumped up and slashed across his chest, luckily for him his armor protected him from the deadly sword, but it doesn't mean that Vanessa will back down as she continued slashing him at blind rage. Meanwhile with Gwen we see her slowly standing up from the sudden tackle, but quickly took a fighting stance as she saw multiple Pickaxe Aliens surrounding her with their pickaxes glowing with blue energy. Gwen hands glowed pink as three pickaxe aliens charged at her, but she easily picked them up with her "Magic" and tossed them to the side as one of them suddenly appeared in front of her and slashed her with its pickaxe, Gwen quickly raise a shield out of reflex as the minion continued striking her with its pickaxe, while alerting more of his comrades to join in the fight. Meanwhile with Ben we see him phasing up from the floor as he rubbed his head to shake off the pain, before looking over to his left as he saw Vanessa slashing the alien smuggler left and right, while also expertly dodging his punches and kicking with little effort.

Big Chill: "Whoa." He said, before getting an idea in his head as he phased thru the floor and appeared behind Vulkanus as he was about to freeze him with his ice breath, when suddenly Vulkanus turned around and blasted him with his flamethrower, luckily Ben ducked just in time as Vanessa jumped up and sliced the unexpected alien across his face, causing a small scar to appear on his face as he turns towards Vanessa and roars with rage.

Vulkanus: "WHY YOU LITTLE WHORE!" He screamed as he reeled his hand back and threw a punch at the young swordsmen...I mean swordwomen, but Vanessa only smirked at him as she casually moves to the left and lets Vulkanus punch a piece of machinery that was standing behind her.

Vanessa: "Tsk, tsk, tsk, you got to watch that little temper of yours Vulkanus, may I recommend anger management therapy or a hug" She joked while spreading out her hands, but Vulkanus ignored her as he pulls back his arm and was annoyed to see that it was completely crushed.

Vulkanus: "(Growls) You wouldn't be fighting for him if you knew what he did to me!"

Vanessa: "Don't know, don't care. All I know is that I'm slicing your head off for forcing my friend to be your own personal gold mine!"

She said as she slashed his crushed arm off, causing Vulkanus to let out another roar as he raises his hand and backhanded her across the room, Vanessa landed against a wall with a small moan as Ben looks at her, before looking over at Vulkanus with venom in his bug-liked eyes as he flapped his wings and flew after the armored alien at high speeds. With Gwen we see her struggling to maintain her shield up as multiple pickaxe aliens slashed her shield without hesitation, finally after a few swipes she lowered her shield and gracefully jumped over them as she landed on the other side and blasted a pickaxe from one of the minions. Causing the alien weapon to let out a few sparks of electricity as it let out a small explosion that took out all of the pickaxe aliens, Gwen smirked at the sight of the unconscious minions, before getting a concerned look on her face as she saw Vanessa laying down on the ground, moaning in pain.

Gwen: "Vanessa!" She screamed as she ran over to her and helped her stand up. "You okay?"

Vanessa: "Yeah, aside from the broken ribs and bruises, I'm fine"

Gwen: "Good, come on lets go help Kevin!" She said causing Vanessa to nod at her as she hid her swords and followed close behind her, meanwhile with Ben we see him being slam against the wall painfully as Vulkanus looks at him with an angry look on his face.

Vulkanus: "I'm the injured party here! When The Plumbers came after me, they blew up my ship! He screamed, but Big Chill didn't say anything as he slowly raises his head at him and gives him a murderous look.

Big Chill: **"I DONT CARE. YOU HURT MY VANESSA AND NOW YOUR GOING TO SUFFER MY COLD WRATH!"** He screamed with an ominous tone in his voice as he turned intangible and phased into Vulkanus armor. Vulkanus let out a surprised scream as his armor started freezing from the inside and soon enough his whole armor was covered with ice.

Vulkanus: "W-What a-are y-you d-doing?!"

He said while shivering from the cold as Ben phased out of the armor and gives him a small glare as he reeled his arm back and punches Vulkanus across his chest, causing the old alien to let out a startled choke as his armor was blown to pieces with a flash of blue light. Once the light dismissed we see a small baby version of Vulkanus looking at Big Chill with fear as he pushed off a block of ice and ran off, Big Chill watched him run away from him in fright, before turning around and was surprised to see The Girls staring at him with wide eyes.

Vanessa: "Whoa." She said in awe as Gwen nodded, before running off to Kevin as she blasted the restraints off of him with her mana powers.

Gwen: "Kevin, are you alright?"

She asked as she put her hands on his face, causing him to smile up to her as he finally stopped absorbing the Taydenite and fell down to the ground in exhausting as the remaining Taydenite from his body slowly fades away. Gwen helped Kevin up to his feet as Vanessa and Ben (Who transformed back to normal) ran up to them as Kevin shook his head and gives Gwen a small smile, while the latter smiled back to him as they stared into each other eyes. Vanessa smiled at the cute scene, while Ben only rolls his eyes as he looks away and saw Vulkanus practically rolling around in Taydenite.

Ben: "Hey, what about him?"

Kevin: "What about him? Were even." He said as he and others walked out of the warehouse, leaving behind a giggling Vulkanus as he started swimming around the Taydenite as if it was a pool. The Team walked outside of the warehouse, before stopping as Kevin yelled "Wait!" and ran back inside as he picked up The Holo-Viewer from before.

Ben: "That's what you were after?"

Gwen: "Another Holo-Viewer"

Vanessa: "Another?" She asked, but they all ignored her as Kevin walks up to Ben and hands him the little device.

Kevin: "I hear this one special" He said, causing Ben to look at the little device with curiosity as Vanessa walks up to Kevin and gives puts her hand on his shoulder.

Vanessa: "Why didn't you tell us about this?"

Kevin: "Think about it, I'm an Ex-con. I done a lot of stuff that I am not proud of, stuff that if you all knew, you will probably never trust me again. So next time I say drop it, _drop it_ "

Gwen: "That's not how it works, Kevin"

Vanessa: "Yeah, I mean just because you did a bunch of terrible things in the past, doesn't mean that you are a terrible person in the present. My cousin did _a lot_ of terrible things to people in the past...including me, but after he accidently killed someone in one of his heist, he finally figured out what he was doing was wrong and after he got out a jail, he promised himself that he will strive to redeem himself, not just for himself but for others too. That is exactly why Azmuth choose him to wield The Anamatrix, because even thou he is hard as steel, he has a hero's heart." She said, causing Kevin to stare at her wide eyed as Ben looks over at Vanessa with a small smile on his face.

Ben: "Yeah, Vanessa right. Its not what you done that matters, but what your going to do"

Kevin: "Okay, okay, enough with the heart-filled speeches already. Are you going to look at that or what?" He asked, causing Ben to nod as he pressed a button on the side and was surprised to see a hologram of...Grandpa Max!?.

Hologram Max: **"Ben if you see this message you must be pretty deep. There's a lot I cant reveal yet, but here is on thing that I can...you can do this alone. By now your probably meeting some of the other plumber kids"** He said causing the team to look over at Vanessa as she looks down at the ground in sadness, still blaming herself for what happened to her mother months ago. **"But you need to find more, you need to assemble a team"** He said. before flickering out of existence as Ben looks up to his team with a determined look on his face, there was a mission to do and he was pretty damm sure what he was going to do.

 **Well that's it for this chapter, on to the next one! Also I will like to make an announcement, since I only have 2 weeks of school left, I decided...to...make...ANOTHER STORY! Yes people its true decided to make another story! I wont tell you much but It has to do something with The Fantastic Four and I don't know when I will make it, but I will notify you when I do.**

 **Anyway as always, I will see you all later!**


	9. Episode 3, Part 1

**Okay new chapter** **uploaded! Sorry for the late update, but the final** **exams have been killing me and my cousin visited from America so I** **didn't have time to write this story, but luckily I** **finished all of my exams with flying colors and winter break has** **commence.** **Which means I know have extra time to write more chapters! And** **maybe the new story that I** **told you guys about...also I** **don't own nothing, except my OC's**

 **NOW LETS GET ON WITH THE STORY!**

{Episode 3: All That Glitters}

(The story starts with Ben watching the hologram message that his Grandpa left him over and over again as he sat on the sidewalk of a parking lot of an convenience store. Vanessa watched him from afar with a concern look on her face as she sat on top of Kevin's car with Gwen standing beside her, Kevin then walked out of the store with three sodas cans in his hands as he walks up to the girls and handed them their respective drinks)

Vanessa: "I'm really worried about him, he hasn't stop watching that video for like 3 hours now!" She said as Kevin looked over at his former nemesis for a few seconds, before shrugging as he leaned against his car and took a sip of his soda.

Kevin: "Hmmm…nah, I'm sure he is okay, right Gwen?" He asked, but Gwen didn't say anything as she walks in front of him and cross her arms.

Gwen: "Why haven't you ask me out?" She asked with a blunt voice, causing Kevin to nearly choke down on his drink as Vanessa looked over at Gwen with a surprised/proud look on her face.

Kevin: "WHAT!?"

Gwen: "You Heard me, we spend all of our time together and you obviously like me"

She said with a smirk as Kevin scoffed at her, before looking the other away as Gwen turned to Vanessa and motioned her to leave, the latter nodded as she jumped off the car and walks over to Ben to leave the two love birds alone, but not before giving Gwen a thumbs up as she rushes over to a distracted Ben.

Gwen: "Kevin, I _know_ you like me. I see you mooning when you think I'm not looking"

Kevin: "Mooning?"

Gwen: "And I like you…most of the time, so I'm asking you again-"

Kevin: "See that's the problem, your asking me, a guy does the asking"

Gwen: "Yeah, when?"

Kevin: "…Don't push me."

He said with a glare as Gwen stared at Kevin for a few seconds, before sighing as she walked off with an annoyed look on her face. Kevin sighed as he looked over to his left and saw Ben still watching the video message over and over again With Vanessa standing beside him.

Kevin: "Hey, Ben!" He screamed, trying to get his self-proclaimed leader's attention, but Ben ignored him as he replayed the video yet again. "You know, my dog used to nod on the spot on his butt over and over again. The Vet made us put a cone around his cone" He said causing Vanesa to give him a look, while Ben sighed and turned off The Holo-Viewer.

Vanessa: "Okay I don't know what's more weirder, the random ass story that you just told out of nowhere or the fact that you had a dog"

Ben: "Yeah easy does it, were not the ones that you are mad at"

Kevin: "Cut me some slack, you guys want to go and kick some alien ass or something"

Ben: "Or something, let me see your Plumbers Badge" He said, while walking over to Kevin as the latter reached into his pockets and pulled out his badge.

Vanesa: "Whatcha up to Benny?" She asked, while looking over his shoulder as he pressed a button on the badge, causing a green holographic map to appear as it had multitudes of red lights flashing in and out.

Ben: "Each of this flashing lights show the location of a Plumbers Badge"

Kevin: "Yep."

Ben: "And when there's a plumbers badge, will find a Plumber or at least a Plumbers Kid"

Vanessa: "Oh, I see what your planning. We are going to find and recruit new members/allies for our team!"

Ben: "Yep, come on Kevin, your driving" He said as he and Vanessa walked over to Kevin's car, while Kevin turned to look for Gwen and saw her leaning against a lamppost.

Kevin: "You coming?" He asked as Gwen stared at him for a few seconds, before sighing as she nodded and entered his car.

{Time Skip}

The story then skips as we see Kevin driving his car on the highway, while Ben sat in the drivers seat looking thru The Holographic Map, while Gwen and Vanessa rode in the back.

Gwen: "Plumber, plumber, plumber, plumber, have you ever noticed that if you say a word enough times it loses its meaning" she asked randomly as Ben and Vanessa looks over at each other with knowing looks on their faces as they turned over to Kevin, who had an annoyed look on his face. "Like a chance to ask someone out, every time that chance come along it has less and less meaning, until you don't have the chance at all" she said with a smug look on her face as Ben and Vanessa nearly doubled over in laughter at the sight of an agitated Levin.

Kevin: "Oh, for fuck sake!"

Ben: "Are you guys having a fight?" He said with a smirk on his face as both Gwen and Kevin looked away from each other and let out a huff of annoyance.

Vanessa: "Aww, that is so cute! Your very first couple fight!~"

Kevin: "We are not a couple!"

Gwen: "Well that's because you haven't asked me out, yet" she said, causing Kevin to sigh in frustration as he was about to make a retort, when suddenly Vanessa sat up from her chair and pointed up ahead.

Vanessa: "Holy shit! Guys check that out!"

She screamed, causing all of them to look out the window in surprise as they saw a teenage girl walking wobbly across the street like she was drunk as a giant truck appeared in front of her. The driver saw her walking in front him as he quickly grabbed the steering wheel and turned it, narrowly saving the dazed out teenager from being road kill, but unfortunately caused the truck to swerve around crazily as it crashed against a beamed holding up a bridge. The Bridge started to become unstable as multiple cracks started appearing on the surface, causing multiple cars to drive around uncontrollably as many of them were caught dangling of the edge of the bridge. Vanessa and the rest quickly got out of Kevin's Car as they ran over to the railing of the bridge, Vanessa looked down and saw an nearly unconscious man trapped on his truck with flames appearing on top.

Vanessa: "Kevin you get that man out of the truck, while I'll put out the flames!" She screamed as Kevin nodded and ran off, while she brought out her Zennatrix and planted it on her chest, causing a purple glow to appear and once it dismissed, we see her as Coldphase as she sprung out her wings and flew off. Meanwhile with Ben And Gwen we see them looking over the dangling cars with worried looks on their faces as they noticed that the surface of the bridge was on the verge of collapsing.

Ben: "Gwen!"

He screamed as Gwen nodded to him, before jumping out of the bridge as she started running on mana-powered platforms, the couple inside of a yellow car hugged each other in fear as their car was dangerously hanging off the edge of the bridge and were about to fall off, when suddenly Gwen swooped in and made a giant mana slide that allowed them to slide down to safety. The civilians that were left on the bridge immediately abandon their vehicles as they started slowly walking across the bridge to get to the other side, when suddenly it started shaking violently as Gwen saw this and quickly a made a mana slide under them to lowered them down to the ground. Meanwhile with Ben we see him transforming into Humunguosaur as he leaped off the bride and quickly ran under it as he raised his arms and soon enough he started changing in size as he grew up to 60 feet and sprung out plates on his shoulders and spikes on his tail, once he grew to his maximum size he grabbed the bridge with his two mighty hands and held it up. With Vanessa we see her freezing the fire off the destroyed truck, while Kevin stayed behind as he grabbed the door of the truck and absorbed its metal into his hands as he then used his enhanced strength to rip out the door of his hinges and crawled thru the truck as he then carefully pulled out the now unconscious driver, Humanguosaur grunted loudly as he looked over at Gwen with sweat rolling down his face (I don't know if aliens can sweat, but whatever) as the bridge started getting heavier and heavier.

Humanguosaur: "GET EVERYONE DOWN! I CANT HOLD DOWN MUCH LONGER!" He screamed as Gwen looked over to the left and saw the girl from earlier still walking on the street as a blue car appeared out of nowhere and was heading straight for her.

Gwen: "THE GIRL!"

Kevin: "BEN!" He screamed, to busy to help the girl out as he was attending to the driver's injury.

Humanguosaur: "HANDS FULL!"

Coldphase: "I GOT HER!" She screamed as she flew up In the air and headed straight for the disoriented girl. "I CAN MAKE IT! I CAN MAKE IT! I CANT MAKE IT!"

She screamed, but sadly for her there wasn't enough time to save the poor girl as the car was getting closer and closer to her, Vanessa could only watch in horror as the car was about to ran over to the young unexpected teen. When suddenly a boy about the same age of them flew in grabbed the girl right before the car could have trample her, everyone starred at the boy in shock as he appears to be glowing with a yellow aura.

Coldphase: "What the hell?!" She asked in disbelief/shock/relief/Anger as she looks over to the left and saw Ben transforming back to normal as the last remaining civilians were safely dropped down to the ground, the gang quickly ran over to the mysterious hero and saw him comforting the panicking teenager.

Teenage Girl: "I-I have to get out of here! I-I was running and-"

Mysterious Hero: "Shhh, its okay Trina, your safe now" He said as Coldphase flew down to him and folded up her wings as she stood up and glared at the blond hero.

Coldphase: "What do you think you were doing?! I had her!

Mysterious Hero: "(Raises his eyebrow) Really? Because to me it looks like you could have used my help"

Coldphase: "No, I didn't! I could have just froze the car!"

Mysterious Hero: "And what? Let the girl get hit by a moving iceberg? Nice move Sherlock" He said with a smug smirk on his face, causing Vanessa to stare at him angrily as she was about to freeze his sorry ass, when suddenly Ben got in between them and forced Vanessa to transform back to normal.

Ben: "Vanessa calm down, what's your problem?

Vanessa: " _My_ problem? Well, _my_ problem is that I could have save that girl, but mister light bulb over here swooped in and decided to play hero!

Ben: "(Sighs) Vanessa even _you_ have to admit that even at your top speed, you could have never make it in time" He said, causing Vanessa to mumble angrily as he turned over to the new hero and gave him a sheepish look. "Sorry about my friend, she is new to our team"

New Hero: "Its okay, besides thanks for the assist of saving the bridge. And please don't blame Tina for what happened to the bridge, something strange have been happening to the girls of our school lately"

Ben: "Its no problem, glad we could help" He said, before noticing a very familiar badge planted on his belt. "You got a Plumbers Badge!" He screamed, causing the blonde teen to looked down at his badge with a small smile on his face.

Mysterious Hero: "Yeah, my dad gave it to me. You guys know about the plumbers?"

Kevin: "At this point we may as well be them"

Ben: "I'm Ben, this is Kevin, Vanessa and my cousin Gwen" He said while pointing at his friends as the new hero only stare at Ben in shock as he slowly walks up to him with his mouth agape.

Mysterious Hero: "Wait, Ben as in THE Ben Tennyson? I'm a HUGE fan of yours!

Vanessa: "(Coughs) Kiss-up! (Coughs)!" She said as Gwen elbowed her on the side, but the new hero ignored her as he held out his hand and shook hands with his idol.

New hero: "Its in honor to meet you, I heard that you disappeared, the names Mike Morningstar" He said before walking over to Kevin as he shook hands with him and smiled at him, Kevin stared at the new incomer suspiciously as he watched him walk over to Gwen (Completely ignoring Vanessa) and grabbed her hand, causing small sparks to shot out as they quickly let go and stared at each other in shock.

Michael: "Whoa, that's never happened before"

Gwen: "Maybe because we both have energy-based powers?"

Michael: "That's a theory" He said with a wink, causing Gwen to blush as Vanessa looked over at her friend with a very distraught look on her face.

Vanessa: "Oh god, Gwen. Really? You have a crush on _that_ guy!" She asked to no one in particular as Kevin walked passed her and walked over to the couple and coughed loudly.

Kevin: "Okay, now that we all met" He said with a glare as Michael smirked at him, before walking over to Trina as he picked her up bridal style.

Michael: "I should make sure that Trina gets home okay, but after that why don't we meet up at my place and talk"

Ben: "Sure!"

Gwen: "Sounds good"

Kevin: "(Sarcastically) Cant wait."

Vanessa: "NO FUCKING WAY!" She screamed, but Gwen shushed her as Michael gave them all a farewell salute, before flying off as a trail of sparkling energy followed his path. "...I really hate that guy."

Kevin: "Yeah, me too"

 **Well that's it for now, again VERY sorry for the late chapter, I** **promise that** **I will never let it happen again!**

 **Anyway as always, I will see you all later**


	10. Episode 3, Part 2

**Here you go, new chapter and man Christmas was so awesome! I got so much presents that I can barely fitted all on my room and don't even get me started on new years, because it was so crazy! Oh and also I would like to say that after the battle with Vulkanus, Kevin fixed up The RV so that Ben wont bitch at him again and also for that Vanesa has a place to sleep in, sorry for not saying it earlier in the last chapter I forgot. Anyway I don't own anything, except my OC's.**

 **NOW LETS GET ON WITH THE STORY!**

The story starts with Vanessa muttering curses under her breath as she and the others followed Michael down the hallway of his mansion as he gave them a grand tour of his house. She REALLY didn't wanted to go since she had been feeling weird vibes from this guy since the moment she met him, but Ben and Gwen really wanted to see this guy again, so she tagged along just in case this guy turns out to be a devil in disguise and tries to hurt her Ben…I mean her team.

Micahel: "Mom and her new husband lives in the main house, so they leave me alone and let me do whatever I want to do"

Ben: "Cool" He said as Michael lead them over to the doors and opened them.

Michael: "After you" He said to the group, mostly to Gwen as she gives Kevin a look that said "Why don't you ever hold the door for me?" but he ignores her as she and Ben walked into the room, while he and Vanessa…received two fresh bruises on their foreheads as Michael purposely shut the doors on them.

Kevin: "Nice."

Vanessa: "Like I said on the last chapter, I REALLY hate this guy" she said while breaking the fourth wall as the gang walked around the room and saw multiple giant computers with typical lab gear that you see on movies.

Ben: "What is all this stuff?"

Michael: "Just some of my dad's old plumber gear, I brought it over from his headquarters" He said, before leaning over to Gwen as he gave her a seductive look. "I can take you their later, if you want?"

Ben: "We all like to see it" He said, Oblivious to the boy's flirting as Vanessa shook her head disappointingly at her crush's cluelessness.

Michael: "Here, let me show you something" He said while grabbing Gwen's arm, causing Kevin to glare venomously at the blond hero as he pulled the blushing anodite over to a giant computer that showed the map of the earth and multiple charts. "I patched in to the central plumbers monitoring network, its connected to everything! Global, interplanetary internet, earthbound law enforcement frequency and of course the badge communicator channel"

Kevin: "Communicator channel?"

Michael: "Yeah…you did know that the badges were communicators, didn't you?"

Kevin: "…"

Gwen: "So, you kept an eye on things with this stuff and you use your powers to help people? Your like your neighborhoods very own superhero!"

Michael: "Never thought of it that way, but I guess so"

Ben: "You know what I'm thinking?"

Vanessa: "That we should get the hell out of here and order some pizza?" She asked hopefully as Ben gave her a scowling look, before walking over to Michael as he gave him a determined look.

Ben: "You should join our team" He suggested as Michael smiled at him and was about to say something, when suddenly Vanessa rushes over to Ben and grabbed him by the shoulders as she lead him away from the group.

Vanessa: "Wait, Wait, Wait, back the fuck up! Please tell me that you are not just gonna let a complete stranger that you have just met a few hours ago, join our team?!"

Ben: "But, what about you? You're a complete stranger and I let you join my team, heck I even let you live on my grandfather's RV for Christ's sake!

Vanessa: "Um, well…that's different!"

Ben: "How?"

Vanessa: "Well, um…at least I told you my backstory! Shouldn't you at least get to know the guy a little bit more, before you suddenly take him!"

Ben: "What's to know? He got the powers, he got the gear"

Vanessa: "So?! You don't even know if this guy is really who he says he is! What if he turns out to be an energy sucking vampire that preys on the weak!?"

Ben: "That is a risk that I am willing to take, Grandpa said that I need to assemble a team and that is exactly what I am going to do. Look I understand that you don't like the guy and I'm not forcing you to be friends with him, but cant you at least act civil around him and trust my judgment"

Vanessa: "(Sighs heavily) I do trust you Ben, its just him that I don't trust...But you are the leader of this team and my friend, so for you I…will…try to be nice to him…even if it kills me to do so"

Ben: "Thank you, Vanessa" He said while smiling to her, before turning over to the golden hero as he gave him a serious look and walked towards him. "My Grandpa Max was a plumber and he disappeared looking into this big alien conspiracy that is going on against earth, we are trying to find him so we can help him stop it, wanna help?" He asked as Michael looks over to Gwen, who gave him an encouraging smile as he looks back over to Ben and gave him a smirk.

Michael: "I will love to" He said as the lights of his mansion suddenly went on and off as Kevin looks over at their new member and gave him a flat look.

Kevin: "Forgot to pay your electric bill?"

Michael: "The electricity has been undependable lately, but don't worry. My backup generator will kick in" He said as Ben walked over to the computer and looked at it suspiciously.

Ben: "This isn't a brownout, look at this spike in power at the local power substation, the energy drain is enormous!"

Michael: "Really?"

Ben: "Earlier you said that something strange was happening on town, well this _defiantly_ qualifies"

Gwen: "If you need to check it out, will help"

Michael: "Thanks, we should" He said as he and the others walked out of the room, not knowing that Gwen stood back a little bit as she noticed a weird symbol resting on her arm like a tattoo.

{Time Skip}

The story then skipped as we see the gang walking over to the gates of the local power substation as Ben bends down and saw that the locks have been broken.

Ben: "Stay sharp, we got company" He said as his team nodded and walked through the steel gates as they walked across the empty substation and started hearing weird buzzing noises all around them.

Michael: "Sounds like that buzzing sounds that you hear on old monster movies"

Kevin: "Anytime you hear a sound and your only reference is monster movies, its a good idea to walk the other way"

Ben: "Good rule of thumb"

He said as they continued walking for a few more minutes, before stopping as they saw a girl with grey skin and black hair absorbing the energy between two conductors as electricity coursed through her decaying body. Michael took a protective stance in front of Gwen as Zombie Girl roared at them and ran over to a small conductor as she easily ripped it up from the ground and threw it at them at high speeds, Gwen quickly made a shield around her friends and allowed the small conductor to bounce off her shield as more and more zombie-like girls started appearing out of nowhere as they growled/hissed at them.

Vanessa: "Wow, I didn't know that it was Halloween already? I could have brought my Halloween basket"

Michael: "These girls are wearing uniforms from my school, but I don't recognize any of them" He said as one of the zombie girls grabbed a metal pole and literally ripped it up from the ground as she then hold it like it was a metal bat. Michael quickly brought out his hands and shot an energy blast in front them, causing them to fly off their feet as Ben looked over at his new teammate with an impressed look on his face.

Ben: "Nice!"

Michael: "Try not to hurt them! Maybe we can reverse this-whatever it is!" He said as the zombie girls recovered from the sudden blast and charge at them as the zombie girl from before swung the metal pole over at Kevin, who narrowly dodge the deadly swing as he took a few steps back away from the half-dead chick.

Kevin: "TRY NOT TO HURT THEM!? He asked/screamed as the zombie girl kept swinging her weapon at him, almost hitting him a couple of times as she growled at him threateningly.

Vanessa: "KEVIN, CATCH!"

She screamed as she tossed him one of her dual swords, causing Kevin to smirk as he grabbed the sharp weapon and absorbed its metal as the girl once again took a swing at him, only to get a metal punch to her face as she fell down on the ground and went unconscious. With Ben we see him being forcefully pushed back to a fuse box as Ben kicks the zombie-looking girl away, but the kick didn't even faze her as she lets out a loud scream and runs over to punch the young omnitrix wielder, who quickly moved out of the way as she missed and punches thru the fuse box. The Zombie Girl didn't even flinch as she grunted and ripped out the door from the fuse box as she grabs a couple of wires and yanks it out, Ben lets out a curse as he brought out his omnitrix and quickly slams it down, causing a green glow to appear and once it dismissed we see him transforming himself into Chromastone.

Ben: "Chromastone!" He screamed as zombie girls runs over to him and tries to electrocute him with the cables, but Ben didn't even blinked as he raises his head and gives her a flat look. "That is not going to work, I'm a conductor!"

He screamed as he absorbed the energy from the cable and shot it back at her, causing her to let out a painful scream as she flew off into the air and landed harshly on the ground as she slowly went unconscious. After taking out the deceased looking girl, Ben looks over his left and saw Vanessa running from two Zombie girls as she runs up a wall and back-flipped away and took out her Zennatrix as she then planted it firmly on her chest, causing a big flash of purple to appear and once it dismiss we see an Arachnichimp-like alien landing behind the two zombie-like girls as she gives them a cocky smirk and makes monkey-like sounds. The Arachnichimp like alien looks exactly like Spidermonkey, except that she had light red fur over a dark red center, curly red hair that reaches down to her neck, a tail with two black stripes near the tip, a blue snapback hat that she wears backwards and has the symbol of dual swords on the front, two pairs of black sunglasses that she wears over her pink eyes and a large scar that only crosses two of her four eyes, she also has four arms that has three fingers each, two extra pair of legs that has two toes on each foot and finally has The Zennatrix Symbol planted safely on her chest.

Arachnichimp: "Webtail!" She screamed as she raises all of her arms and shot four individual webs that landed on the girls arms and before they can react, Vanessa crosses her arms and caused them to crash against each other as she jumps up and webbed them down thanks to her tail.

Chromastone: "Nice work!"

Webtail: "Thanks!"

She said, while blushing madly as she started jumping around and making loud monkey noises. Meanwhile with Michael we see him trying to shoot two more zombie girls, but they were quick on their feet as they easily dodge his blasts and tried to run away through the entrance, only to get stopped by Gwen as she raises her arms and trapped them with her anodite powers, but then something felt off as her usual pink mana suddenly turned black and crumpled to pieces. The two Zombie girls fell down to the ground as Gwen gasps and nearly falls down, but luckily Michael saw this and quickly came to her rescue as he grabbed her by the waist, Gwen looks up to him with a blushing/grateful look on her face as he helped her up to her feet and gave her a worried look.

Michael: "Are you okay?"

Gwen: "I-I don't know, I suddenly felt weak for a second" She said before looking up to her savior as she gave him a small smile. "But I do know" She said as Michael smiled at her and glowed with a golden aura as he grabbed her hand and squeezed it reassuringly.

Michael: "Here, hold my hand. Use my energy" He said as Gwen, who now looked back to her normal self, glowed with a magical aura as they both looked over to the zombie girls and saw them standing up as they hissed at them angrily, but they didn't back down as Gwen shot at them with mana disks and easily took them down. Michael held his glowing hand over to the injured girls and grinned as he suddenly raised up his hand and shot the pipes above them, causing it to fell down in between them as the girls look at the fallen pipes confused, before running away as Kevin walked over to the glowing couple and gives Michael a **very** pissed-off look.

Kevin: "AW, NICE GOING! YOU LET THEM GET AWAY!"

Michael: "Sorry." He said with a shrug as Ben and Vanessa walks over to the group and transforms themselves back to normal.

Ben: "Its okay, we all make mistakes. The Important thing is we stopped them from...whatever is they were doing, will get better as we work together more" He said as Michael looks over to Gwen, who was looking at him with a lovesick look.

Michael: "We do make a good team"

Gwen: "Uh-uh" she said as Vanessa walks over to her distracted friend and pokes her on the shoulder curiosly.

Vanessa: "So, what happened to you back there? A few minutes ago you look like you were going to faint and what was the deal with your mana suddenly going black?"

Gwen: "I...don't know, it was probably just a fluke" She said, before looking over to the energy-based hero as she gave him a wide smile. "I cant thank you enough for helping me"

Michael: "You could, if you have dinner with me"

Gwen: "Right, now?"

Michael: "I'm hungry now, how about you?"

Gwen: "I was just about to suggest the same thing" she said as she and Michael smiled and stared into each other eyes, while Kevin only glared at the new couple as he walks in front of them and finally said the one thing that has been bothering him ever since the blonde douchebag arrived.

Kevin: "Okay what is up with you!? You been ignoring me ever since we got here, you were lousy in the fight and now your just acting goofy!"

Gwen: "Why are you pretending to care?" She shot back as she grabbed Michael's hand and started walking off the empty power plant. "Later." She said as she and her new "boyfriend" walked off, leaving behind a fuming Kevin as he turned back over to Ben and Vanessa and gave them an angry look.

Kevin: "Are you two just going stand their?!

Ben: "No, I was going to sit in the car" He responded as he started making his way over to the car, while Kevin turned to Vanessa and gave her a confused look.

Kevin: "Aren't you going to stop her? I know how much you hate him"

Vanessa: "I do, but I promised Ben that I wont try to pick a fight with him and also because I cant interfere with Gwen love life, its her life, so I cant do anything about it" She said as Kevin looked at her for a few seconds, before walking over to Ben as Vanessa followed him close behind.

Kevin: "Look I don't trust this guy and I don't think you should have been so quick to make him part of the team"

Ben: "Admit it, your just jealous because Gwen likes him"

Kevin: "No, I'm not!"

Vanessa: "Yes you are, you are so jealous of Michael!"

Kevin: "And who asked you!? And what are you doing teasing me?! Your suppose to be on my side!"

Vanessa: "I cant help it! You guys relationship is too cute!~

Kevin: "...Okay, you know what? Its fine." He said as he gave them a calm smirk, before walking off as Ben smiled proudly at his friend maturity, while Vanessa smirked deviously as she knew what he was planning and she was 100% onboard with it.

 **And done! This chapter was really easy to do, even though in the beginning I had a mental block for some reason and yes Vanessa can break the fourth wall, but she doesent do it as much as cartoons do...or maybe not, who knows? Lets see what happens and also I wanted to say to all my readers and future readers to have a Merry Christmas and a Happy New Year!**

 **Anyway as always, I will catch you all later.**


	11. Episode 3, Part 3

**Booyah, new chapter! Bet you didn't expected such an early update, did ya? Well I was bored and had nothing to do, so I though why not make a new chapter? Recently I noticed that I got 13 favorites and I was like what the heck?! I NEVER expected to get this much and it makes me really happy, you have no idea!...Anyway I do NOT, repeat do NOT own Ben 10, only my OC'S**

 **NOW LETS GET ON WITH THE STORY!**

The story starts with Kevin trying to pick the locks of Michael's home with the help of his osmosian powers, while an impatient Vanessa and an angry Ben stood behind him as he absorbed the metal from the door and morph's his finger into a key as he then inserted it into the locks.

Vanessa: "Come on, Kevin! Hurry up, before the golden douchebag comes back!"

Kevin: "Don't rush me, Cunningham. I'm almost finished"

Ben: "This is why you change your mind about Michael going on a date with Gwen, so we can spy on him!?"

Kevin and Vanessa: "Yep./Wasn't it obvious?"

Ben: "Well...STOP!"

Kevin: "Look he ain't right, Ben. If you aren't going to check him out, then I am"

Ben: "Your doing the wrong thing, Kevin, the _old_ Kevin thing" He said as he reached out his hand and grabbed Kevin's arm. "Step away from the door"

Kevin: "Do you really want to fight me over some new guy? Its that how you are going to build a team?"

Vanessa: "Okay that's it, I'm breaking the door down" She said as she brought out her dual swords from her sleeves and walk's over to the door, ready to chop it down. Ben got wide eyed as he quickly ran over to her and grabbed her swords out of her arms, causing her to let out an annoyed whine as he held her swords above her head.

Ben: "VANESSA ARE YOU CRAZY?! YOU CAN JUST CHOP SOMEONE'S DOOR DOWN! I THOUGHT WE AGREED THAT YOU WEREN'T GOING TO DO ANYTHING TO THE GUY?!"

Vanessa: "Ah, ah, ah, you said that I couldn't _hurt_ the guy. Well I'm not hurting him, I'm just breaking into his private home and going through his personal belongings, now give me back my swords!" She demanded, while screaming like a little child as she started jumping up and down to grab her swords from her leader's hands.

Ben: "No, stop! I said stop! Dammit, Vanessa this is ridiculous! You cant just go running around and chopping down people's doors, just because you think they might be evi-"

Voice: "Is Mike home?"

A random voice said, causing Ben and Vanessa to stop what they were doing as they turned around and saw the teenage girl from the bridge incident walking up to them as she looks at them with a nervous look on her face. Ben and Vanessa quickly straighten up as Ben smiled nervously at the confused girl, while Vanessa sneakily grabbed the swords from Ben's hands and hid it back on her sleeves.

Trina: "He hasn't called me back, since you and the red haired chick showed up" She said as Ben and Vanessa glanced at each other, before looking at her as Vanessa cleared her throat and gives her a fake smile.

Vanessa: "Hi, there, um…Trina, right? Yeah, doucheba-I mean Michael is not here right now"

Trina: "Oh, well when he does come, can you ask him if he can call me? I wanted to tell him how amazing he was last night and can you ask him if I can have my bra back? Its my favorite so I hate to loose it and-"

Kevin: "FINALLY!" He screamed, causing everybody to turn around and saw him finally opening the doors. "I told you I can do this! Now come lets go in, before anyone shows up-" He said, before shutting up as he noticed Trina starring at him with a raised eyebrow. "Oh, Trina! I didn't see you there, um this isn't what it looks like, we are just picking up some stuff for him"

Trina: "Then you know where he is, can you take me?"

Ben: "NO! I-I mean, he is busy"

Vanessa: "Yeah, busy tearing Gwen's clothes off" She said with a snarky tone as Trina walks up to her and gives her a desperate look.

Trina: "I need to see him, why wont he see me?! Are my breast's to small? Is my ass to big? TELL ME!" She screamed, while grabbing Vanessa's shoulders as she was about to tell the crazy chick to back off, when suddenly she notices a familiar tattoo resting on Trina's right forearm.

Vanessa: "Hey, Trina. Where did you get that tattoo?" She asked as Trina looked at it and shrugs her shoulders, Vanessa quickly walked over to the boys and pulled them away from Trina's earshot. "I saw the same tattoo's from those Zombie Girls that tried to bite me earlier"

Trina: "I just want to see Mike!"

Vanessa: "Trust me you sweetheart, you can do WAY better than him" She said, before turning her attention back over to the boys as she gave them a thoughtful look. "You know what I just realize? Isn't weird that the zombie thing is only affecting girls around our age and that they go to the same school as Michael's?"

Kevin: "Yeah, she's right and call me crazy, but is it possible that Morningstar's is the one that is making these girls this way?"

Ben: "Your crazy."

Vanessa: "Oh, come on, Ben! Isn't it obvious that this is all Michael faul-" She said, before noticing that Trina was standing right behind them, eavesdropping. "Um, excuse me? We are trying to have a conversation here, so can you like go home or something?" She asked as Trina nodded and walked into Michael's home, thinking that her "lover" was hiding inside the mansion. "…Okay, not exactly your home, but whatever. Now what were talking about?...Oh yeah, Isn't it obvious that all of this is Michael's fault!"

Kevin: "Wait, guys I just remembered something. It didn't hit me until just know, but Gwen was wearing her sleeves lower than usual"

Ben: "Why would she do that?"

Vanessa: "She is trying to hide something"

Ben: "How would you know that?

Vanessa: "Trust me, I know from experience" She said with a sad tone as she remembered all the times that she had to hide her bruises, cigar burns and cuts from her neighbors, her school and especially her little sister.

Ben: "So, you both are saying that Gwen has tattoos like that on her arms?

Kevin: "I didn't see them for sure, but it makes sense"

Ben: "Come to think of it, Trina was all weak and wobbly when we first saw her on the highway" He said as Kevin nodded to him, while Vanessa went inside Michael house to find Trina and bring the obsessed girl back to her home. "Gwen was the same way at the power plant, Gwen might have caught whatever bug is doing this!

Kevin: "Yeah and the bugs name is Mike Morningstar"

{Time Skip}

The story then skipped as we cue to a small castle (Sorry I have like no idea what that place is) in the middle of the forest where we see Gwen and Michael having their little "date", how Michael managed to convince Gwen to come there is a big mystery.

Michael: "I'm really glad we meet Gwen"

Gwen: "Me too"

Michael: "I knew there was something special about you the first time we met"

Gwen: "I felt it too"

Michael: "And now all the other girls mean nothing"

Gwen: "Yeah...wait what other girls?" She asked, but Michael ignored as he grabbed her arms and suddenly he started absorbing her mana energy, causing Gwen to moan in pain as Michael grinned and a golden aura fell over them.

Michael: "Your energy is like nothing I ever felt before! When it flows into me, I feel invincible! From the moment I touched you Gwen, I knew that I found the only girl I need" He said as Gwen closed her eyes and the golden aura around them brighten as it let out a flash of light. Meanwhile elsewhere we see Vanessa and the boys arguing to each other as they rode on the highway on Kevin's car as Vanessa sat on the passengers seat, while Ben sat in the back and Kevin sat in the drivers seat as usual.

Ben: "Fact is you two have been against Morningstar since the minute we met him!"

Kevin: "Yeah, but at first it was because he was an arrogant, bragging, rich kid!"

Ben: "Who Gwen likes more then she likes you!" He teased as Vanessa sighs in frustration and turned to him as she gave him an annoyed look.

Vanessa: "Okay usually I like teasing Kevin and Gwen's relationship, but know is NOT the time for that!"

Kevin: "Yeah, Gwen's in trouble and you are to stuck on following your grandfather's instructions to see it!"

Ben: "If Mike's turning those girls into creature's, then why isn't Trina one?"

Kevin: "I don't know! Maybe its like a vampire thing? Maybe its take a while, before they go all zombie"

Vanessa: "See, I told you he can be a vampire! But did you listen? Nooooooo!"

Ben: "(Sighs in annoyance) Look Mike has been helping us ever since we got here, why would he fight them with us?"

Kevin: "Ah, but he didn't remember? He told us not to hurt them, then he "accidently" blasts the pipes and let them get away"

Vanessa: "Yeah and didn't you notice that he did not blast the girls at all, he missed each one of them"

Ben: "(Sighs) Look even if you both are right, we don't know where they went for dinner. How are we supposed to find her?"

Kevin: "Easy, we find _him"_ He said with a grin as he brought out his Plumber Badge and pressed a button, causing it to project a green holographic map that showed a single red dot blinking in and out.

{Time Skip...again}

The story then skipped again as we see Kevin parking his car close to the small castle from before as the rest of the team got out, Vanessa stared at the small castle in wonder as it heavily resembles a small castle from one of her storybooks that her mom used to read to her, when she was a little girl.

Kevin: "The highway we found Trina on is that way" He said, while pointing over to west as it showed a small clearing with roads on it. "She didn't just wander out there by coincidence, she was trying to get away from Morningstar"

Vanessa: "Wow, nice detective skills, Kev" She said, impressed by his sudden deduction as she gave Kevin a fist bump.

Ben: "Okay, lets take a break from the crazy theories and just check on Gwen, okay?" He asked as he and Kevin started walking over to the castle, while Vanessa followed them behind with an annoyed look on her face.

Vanessa: "Ben, your my friend and everything and I feel bad saying this, but sometimes you make me want to punch you in the face" She said as Ben glared at her, but said nothing as they all walked into the small castle and to their shock, they saw Michael glowing brightly with his hair flying upwards as his skin changed to a more golden color and resting on his arms was a now zombified Gwen, who looked like she was about to die any minute.

Kevin: "GWEN!" He screamed as he and the others rush over to save Gwen, while Michael grinned as he gently puts Gwen down and raises his hands as he shoots Ben across his chest.

Vanessa: "BEN!" She screamed as she watched her soon to be-boyfriend fell down to the ground, Vanessa slowly turns to the glowing villain and gives him a death glare as she brought out her Zennatrix from her pockets. "Oh, I am so going to enjoy kicking your ass now, alien up!" She screamed as she then plants the Zennatrix into her chest, causing a purple glow to appear and once it dismissed, we see her transforming herself into Hellbound as she lets out a roar and charges at him.

Michael: "(Snickers) I always knew you were a dog, but this is ridiculous" He said as he raises his hand and started charging his energy. "Bad girl, heel!" He screamed mockingly as he started shooting vigorously at the young heroine, but luckily she sensed the blasts coming as she swiftly evades the attack and jumps up as she attempts to slash him with her sharp claws, but Michael didn't even budge as he simply raises his hands and blast her across her chest, causing her to let out a pained groan as she fell down on the ground and started whimpering in pain .

Kevin: "LEABE MY FRIENDS ALONE!" He screamed as he absorbs the stone floor and stood in a fighting stance as Michael smirked and blasted at him, but Kevin crosses his arms and takes the hit as his stoned armor protected him, Ben slowly stands up from the ground and brought out his omnitrix as he quickly transforms into Jetray and flew off.

Ben: "Jetray!" He screamed as Michael shot a beam at him, but he easily avoided the blast as he flew up and blasted at him with neuroshocks...but it seems to only make him stronger.

Michael: "GO AWAY!" He screams as he lets out a big energy blast from his chest and hits the omnitrix wielder head on, Ben lets out a painful scream as he fells down on the ground and weakly transforms back to normal as he slowly went unconscious, Michael levitates over to him and aims his hand over his unconscious body. "Gwen is mine now!"

Hellbound: "Gwen doesn't belong to you, you douchebag!"

She screamed as she ran over to him and tackles him to the wall, Michael lets out a grunt as he aims his hand over to her and tries to shoot her, but Vanessa thought otherwise as she bends down and literally bits his dick off. Michael screams in pain as he grabbed her head and punches her to the ground, causing a mini crater to appear as Vanessa transforms back to normal and weakly looks up from the small crater and saw a very pissed off Michael glaring down at her as he slowly healed his injured member with his energy powers (I know it doesn't make sense, but I really **hate** Michael with all of my heart and I thought this was too funny to pass up) Vanessa glares at him as she gives him the bird, before falling down unconscious.

Michael: "Okay, that's it! This has been a long time coming, say goodbye Cunningham!"

He screamed as he was about to make the final and end her once and for all, when suddenly Kevin came in and rammed Michael to the ground as he started wailing at him. Michael was surprised at first, but he quickly shrugs it off as he grabbed Kevin's face and picked him up as he then drags him through the ground and threw him away, Kevin quickly recovered from the surprise attack as he sat up and charges at his glowing foe, leaving small tremors with every steps he takes as he ran in and started punching at him left and right. Michael just smiled amusedly as he dodges his punches in lighting-like speeds and quickly punches him square in the face, leaving behind a small crack as he continued rapidly punching the young osmosian with unhuman-like speed, before raising up his hands as he lets out a huge energy attack that caused Kevin to slowly loose all of his armor as he then fells down next to Ben and fell unconscious.

Michael: "Your out of your league!" He said as he put his hands behind his back and floats back over to Gwen as his aura glows brighter. "Why use your powers to help people, when you can use to get whatever you want?" He asked as multiple Zombie Girls started appearing behind him, all groaning loudly as Gwen slowly opens her eyes and glares at the smirking villain. "All I ever wanted was power and then you brought me Gwen, I guess I should thank you" He said, while putting his hands on his chin as he looked up and noticed a giant air vent hanging above the unconscious teens. "And I know the perfect thing" He said with a sadistic grin on his face as he was about to blast the air vent and crush his enemies once and for all, when suddenly a wrinkly hand grabbed him and cancelled out his blast, causing him to let out a shocked gasp as he saw Gwen weakly standing up and started absorbing back her energy. "WHAT ARE YOU DOING!?"

Gwen: "Coming to my senses!" She said as Vanessa wakes up from her coma and heard what Gwen said as she smiles proudly at her.

Vanessa: "Atta girl" She said as she watched Michael golden skin slowly fading away as Gwen's body started returning back to normal.

Michael: "NO, STOP THIS!" He screamed as his whole body glows yellow and soon enough, he explodes and fall's down to the ground as Gwen smirks at him, before turning over to her friends as she gives Kevin a worried look.

Gwen: "KEVIN!" She screamed as she runs over to him and started to check to see if he receive any major injury, while Vanessa rolls her eyes and walks over to Ben as she hoists him up.

Vanessa: "Yeah, we are fine too by the way, thanks for asking!" She said jokingly as she looks over at Michael and immediately starts laughing at the sight of the now zombified Morningstar. "HA, HA, HA, HA, HA, HA, THATS WHAT YOU GET DOUCHEBAG! HA, HA, HA, HA, HA, HA, WELL YOU KNOW WHAT THEY SAY, WHAT COMES AROUND GOES AROUND! HA ,HA, HA, HA, HA, OH MY GOD, BEST DAY EVER!" She screamed, while rolling down on the ground as she continued laughing loudly with tears in her eyes, Michael glared at her as he weakly looks back to his army of zombies and held out his hand.

Michael: "G-Girls, come h-here to me, give me your p-power!" He said as the zombie girl army said nothing and started walking over to him. "T-That's right f-feed your master, you s-sluts!" He screamed as the zombie girls hissed at him loudly and doggy-piled on him. "WHAT?! WAIT, WAIT, WAIT! NO, NO, NOOOOOOOOOOOOOO!" He screams as he explodes again, sending the now healed zombie army to the ground as they slowly stood up and soon walked over to him as he looks up to them, even more zombified then before as he groans weakly.

Vanessa: "HA, HA, HA, HA, HA, HA, YOUR EVEN MORE UGLY THAN BEFORE! OH GOD, I WISH I HAD A CAMERA!"

Gwen: "Okay, Vanessa that's enough" She said softly, trying to control her howling teammate as Kevin walks up to Michael and grabs his plumber Badge from his belt.

Kevin: "You don't deserve this" He said as he absorbs the metal from the badge and breaks it, Michael looks down at his broken badge and closes his eyes in defeat as the sound of Vanessa's laughter rang in his ears.

{Time Skip...yet again}

The story then skipped yet again as we see the gang driving off from Michael's castle as Gwen sat in the passenger seat next to Kevin, while Ben and Vanessa sat in the back.

Ben: "Listen guys, I'm sorry I took Morningstar's side over yours" He said, before turning to Gwen as he gave her a sad look. "And more important that I wasn't watching your back"

Gwen: "It wasn't your fault, Ben"

Vanessa: "Yeah, it wasn't your fault, Benji! It was that douchebags fault, he had you and Gwen under his vampire spell!" She said while wiggling her fingers and making ghost sounds as Ben chuckle a little bit, before getting a serious look on his face as he gives his team a crestfallen look.

Ben: "But it was my fault! I was in such a hurry to build a team, I ignored the danger! If I'm going to be a good leader, I'm going to need to show better judgement"

Kevin: "If you are going to be a good leader, you need to stop sounding like such a jerk"

Gwen: "Kevin!"

Ben: "No, its okay. He is right, I'm a jerk" He said, before turning over to Kevin as he gave him a sly smirk. So, Kevin... When are you going to ask Gwen out?

Vanessa: "Yeah, due tell" She said with a big grin on her face as Kevin groaned in annoyance, while Gwen blushed and looked away as she had a small smile on her face.

 **And done! Oh, man am I exhausted, but it was worth it! I cant wait for the next episode and you know why? Because I am going to finally introduce Vanessa's little sister into the story! And unlike Mikey, she is going to be with Vanessa on all of her adventures and live with her too, you will find out why on the next chapter.**

 **Anyway as always, I will see you all later**


	12. Episode 4, Part 1

**Well, here you go, another story! Sorry it took so long, but I had a severe mental block with this chapter for days and I'm back at school, which means homework, exams and all of that crap** **...Anyway I don't own nothing, except my OC'S**

 **NOW LETS GET ON WITH THE STORY!**

The story starts with two mysterious figures standing outside of a local dinner, while sharing an umbrella as the rain poured down on them heavily. One of the mysterious figures was an 60-year old man that wore a grey french coat with a red Hawaiian shit underneath and a brown fedora, the other figure was an 37 year-old women that wore a blue trench coat with a black fedora and had small purse on her hand. The mysterious figures silently entered the dinner and left their umbrella by the door as they walked over to an empty seat and sat down, not noticing that the cashier lady was starring at them with a suspicious look on her face.

Cashier Lady: "Would you two like to hear the specials?" She asked, while placing down two menu's on their table as the old man looked at her and shook his head.

Old man: "Just coffee." He said as the cashier lady nodded and wrote down his order on her notepad as she turned over to her other customer, who was looking out the window with an expressionless look on her face.

Cashier Lady: "And what about you?"

Middle age women: "Same, but make mine with sugar" She said as the cashier lady nodded and walked over to the counter as she begins making their coffee's.

Cashier lady: "Don't get too many strangers here, what brings you two to Santa Mira?"

Middle aged women: "I'm here to...visit my daughter" She said while hesitating a little bit at the beginning, but the cashier lady shrug it off as she turned over to the old man and gave them both their coffee's.

Cashier lady: "And you?"

Old Man: "Great fishing, great weather"

Cashier lady: "Our fish are farm raised and it's the rainy season" She said with a raised eyebrow as she walked into the kitchen and came out holding a silver tray in her hands.

Old Man: "I was misinformed" He said with a weary smile as he took off his fedora, revealing himself to be Max Tennyson as the cashier lady walked over to them and placed the silver tray right on their table.

Cashier lady: "Here's your special"

Max: "We didn't order that"

Cashier Lady: "Oh, don't worry, Its on the house" She said with a wink as the middle age women starred at her suspiciously, before looking down on the silver tray and noticed that it was moving a little bit.

Middle age women: "Oh, crap. Max get down!

She screamed as the cashier lady grinned and opened the silver tray, Max let out a surprise scream as he saw a Xenocyte alien sitting in the middle of his tray as it hissed at him, before letting out a shriek as it leaped up. Luckily the middle age women though quickly and grabbed her purse as she then smacked it against the small parasite-like alien, causing it to fell down on the floor as Max sighed and was about to say "thanks", when suddenly the cashier lady appeared behind him and grabbed him by the neck, Max grunted a little bit as he moved his head back and gave her a strong head-butt, but the old lady didn't even flinch as she gave him a sinister grin and tighten her grip.

Max: "You are one strong lady…or are you!?"

He screamed as he reaches his hand over at the old lady's face and pulled it off, causing a blue glow to wash over the old lady's body and once it dismissed, we see an DNAlien hissing at him loudly as Max smirked at him and ducks his head down. The DNAlien was confused by this, until he saw the middle age women pulling out an alien gun from her trench coat as she aims it over at the scared alien and blasted it off of Max's back, causing it to fly across the air as it then crashed against a table and slowly went unconscious.

Max: "Well, that was the worst service I ever had. Thanks for the help, Laura" He said, before getting a surprised look on his face as he noticed Laura aiming her gun directly towards his face.

Laura: "Move." She demanded as Max nodded and quickly ducks down just as the Xenocyte alien from before jumped over his head and landed on the table as it let out an annoyed hiss and was about to jump at him again. When suddenly it was blown to pieces, curtesy of the gin wielding plumber as Max looks over at the knocked out DNAlien and gave it a cold glare.

Max: "We said **just** coffee" He said before looking over to Laura as he gave her a small grin. "Nice work, Cunningham"

Laura: "Back at ya, Tennyson" She said as she took off her coat and fedora and gave him a warm smile. Laura was a fairly tall women with light skin, crystal blue eyes, small freckles on her cheeks, long blue hair that reaches down to her waist and wears a black jacket with a white shirt, black jeans and has a gun holster on her waist. "Glad to see your not getting slow for your age" She said with a smirk as Max chuckled and stood up as he walked over to the unconscious and picked it up by its head.

Max: "Yeah, me too. Now come on, help me hide him somewhere"

Laura: "Gladly, but after this we still need to continue on with our mission" She said as she walked over to him and bends down to pick up the large alien.

Max: "Don't worry, partner. After we dumps this trash, we will save your daughter and make does bastards pay"

Laura: "Damm, right we do. No one kidnaps my daughter and gets away with it" She said with a dark tone as she picked up the unconscious alien by its legs and help Max carry it outside as the sound of thunder could be heard on the background.

{Time skip}

The story then skipped as we cue to a local car wash where see Ben and Gwen trying to convince Kevin to go on a mission with them, but he just shrugs them off as he was too busy cleaning his precious car.

Kevin: "Uh, no. Or let me put it another way, no"

Ben: "Come on, Kevin. Stop being so stubborn!"

Gwen: "Yeah, Mikey called us and told us that he needed help in locating his cousin"

Kevin: "Oh, okay. So you want me wasting my time, driving my car to help someone I barely even know?"

Ben: "I know how it sounds, but he says that something very bad happened to her and he needs our help to save her"

Kevin: "And I should care, why?"

Vanessa: "Because she is my little sister" She said, causing Kevin to turn to her and saw her sitting by a bench with a worried look on her face.

Kevin: "Alright, I'm in"

Voice: "Glad to see that you aren't heartless after all" A random voice said, causing the team to turn over to the source of the voice and saw Mikey leaning against Kevin's car as he gives them a smirk.

Vanessa: "Mikey!" She screamed as she ran over to him and hugged him. "Where is she? What happened to her? Is she okay?"

Mikey: "Okay, first calm down and let me explain what happened. While you were hiding out in Grover's Mill I stayed behind to watch over Sabrina incase anything bad happens, I watched over her for a couple of weeks by my car outside and all was normal, until suddenly I saw her walking out of the front door with her backpack and run off into the streets, I caught up with her and saw her sitting by a tree on a park that you used to take her when she was a little kid. I quickly got out of my car and was about to walk up to her, when suddenly a black van appeared out of nowhere and a group of strange men walked out of it and grabbed her, she screamed and pleaded for them to let her go. But it was futile as they tied her up and threw her into their van, I tried to fight them off and grab Sabrina, but I was outnumbered and they drove off"

Vanessa: "(Glares angrily) Those bastards! Why would they want Sabrina anyway?! She is just a little girl, she wouldn't hurt a fly!"

Mikey: "I don't know why they wanted her, but I did hear one of them mentioning that they were going to take her to a local garage on a small town called Santa Mira"

Vanessa: "Well, if that's were they are going, then so are we! Right guys?" She asked, while turning over to her friends as they nodded up to her and entered Kevin's car

Ben: "Don't worry Vanessa, we will get her back"

Gwen: "Anything for you Vanessa"

Kevin: "Yeah, sure. I mean how many garages can a small town have?

{Time skip...again}

The story then skipped as we see Mikey, Vanessa and Ben looking thru the window of a local Auto Shop on Santa Mira as Kevin and Gwen stood back and watched them, while getting rained on.

Kevin: "Five, five garages. One horse town, five garages?" He asked with an annoyed look on his face as Gwen nodded in agreement with an equally annoyed look on her face.

Ben: "Five garages so far and if the van isn't here, were going have to keep looking"

Kevin: "All that I am saying here is that a small town doesn't need five garages"

Vanessa: "I don't care if we have to look thru 20 more garages, my sister's life is at stake and I swear if they hurt one hair on her head, I will-"

Mikey: "Bingo!" He screamed, causing everyone to turn to him as they saw him pointing at something with a big smirk on his face.

Kevin: "You found a bingo game?" He asked, while shoving Ben off to look thru the window.

Mikey: "No, I found the black van that kidnapped Sabrina" He said as Gwen waked over to the door and tries to open it.

Gwen: "The door is closed, we need to find another way in" She said, before letting out a surprise shout as Vanessa shoved her off and brought out her swords as she raised it up and slashed the door down, everyone looked at her with surprised looks as she hid her swords up her sleeves and walked in.

Vanessa: "Well, what are you waiting for? Come in" She said as the rest reluctantly entered the empty garage and walked over to the black van as they pried open the doors and started looking around for clues.

Gwen: "Hey, Ben. Have you noticed that Vanessa is acting a little off"

Ben: "What do you mean?"

Gwen: "Well, she is not acting her usual cheerful self" She said as she watched her friend angrily looking around the van, while muttering curses at Sabrina's kidnappers under her breath.

Ben: "Well, okay now I see what you mean, but you cant blame her. Someone had kidnapped the only other family she has that still loves her, I mean if someone had kidnapped you, I would have gone Humungousaur on their asses!"

Gwen: "Aww, that was a very sweet thing to say, Ben" She said, while smiling at her cousin as Kevin opened the hood of the van and found something very interesting on the engine.

Kevin: "Whoa, what do we have here?" He asked as the others stopped their searching and walked towards him.

Ben: "What is it?"

Kevin: "The only thing here that is not covered in rust, its alien tech"

Mikey: "Yeah we got that, but what does it do?"

Kevin: "This thing was made to upgrade normal earth cars and make them go faster"

Gwen: "Why would something like that be on this car?"

Kevin: "Don't know, but what I do know is that the people that kidnapped Vanessa's little sister are not human" He said as Vanessa was about to say something, when suddenly she noticed a pile slime slithering off the car.

Vanessa: "Ew, what is that?!" She asked in disgust as her Zennatrix, the Omnitrix and the Anamatrix started beeping loudly.

Ben: "I don't know. But whatever it is, our devices do not like it"

Gwen: "What is going on here?"

Voice: "I wish I knew that myself" A random voice said, causing the team to tense a little bit as they turned and saw a couple of men wearing overalls walking into the garage as one of them was holding a white box in their hands. "What are you doing on my garage?" He asked as his friend put down the white box and gave the group of teens a toothy grin.

Mechanic: "If you want, I can call the sheriff"

Ben: "Yeah, you do that..." He said, before looking over at the man's name tag that was ticked across his shirt. "... _Shem_ , I bet he will be very interested to find out that you let a couple of men walk off with a little girl held against her will"

Vanessa: "Yeah, Shem. I would hate to see you and..." She said as she squinted her eyes to look over at the man's name tag. "...Moe getting arrested for helping in kidnapping an innocent little girl"

Moe: "What are you two talking about?"

Shem: "Yeah, all of you are crazy, we know nothing about little Sabrina being kidnapped" He said, causing Moe to look at him like he was an idiot as the others looked at him with suspicious looks.

Mikey: "How did you that her name was Sabrina?"

Shem: "Oh, um...well..."

Gwen: "Hey, guys! You might want to check this out!" She screamed as the others turned to her and saw her looking down on a bucket filled with slime. "More slime?"

Vanessa: "Okay, that's it! No more playing around!" She said as she brought out her dual swords and aimed them towards the mechanic's neck as she gives them a death glare. "Where is my little sister? Why do those people want with her? TELL ME! She screamed as thunder roared on the background, causing the mechanics body to suddenly frizzle in and out of existence and the group were surprised to see that they were actually DNAlien's wearing ID Mask's.

Kevin: "Hey, check it out. Its the DNA hillbillies!" He joked as Moe's neck suddenly swelled up and before they can react, he ejecting a big batch of slime as it soar across the air, before hitting Gwen head on as the slime trapped her to the floor. Shem then turned towards Kevin and shot slime at him, causing him to stick to the other side of the building as both of them turned towards to the last remaining heroes and used their combine slimes to stick them all to the wall.

Vanessa: "Aw, gross!" She screamed in disgust as the fake mechanics grinned and took off their disguises as they started advancing towards the trapped teens. "Um, guys. Can one of you please transform and kick their ass for me? I would love to do it myself, but my Zennatrix is in my pockets and I cant reach for it".

Ben: "(Groans) I cant reach mine either, what about you Mikey?"

He asked, but the older teen ignored him as he let out a loud grunt and ripped his hand out from the slime and quickly slammed The Anamatrix against the wall, causing a yellow glow to appear and once it disappeared, we see him transforming himself into a T-Rex like alien as he stood up to his full height and lets out a loud powerful roar that shook the entire building. The T-rex like alien looks exactly like a normal T-rex, except that it was the same size as Humungousaur, has small black eyes, has red skin with small red spikes on his back, his arms aren't short, has spikes at the end of his tail and he wears a black leather jacket with ripped black pants, a luchador like mask, a spiked collar and has metal shackles on his arms and legs.

T-Rex like alien: "Colossal-Rex!"

He screamed as The DNAliens starred up at the large alien in shock/fear and took a couple of steps back as Colossal-Rex lifts his tail up and brought it back down, causing a mini shockwave to appear as it hit The DNAlien's dead on and knocked them down, Gwen quickly used the distraction to break apart the slime with her Mana Vision as she stood up and freed Ben and Vanessa from the slime. The DNAlien's slowly stood up from the sudden attack as they rubbed their heads in pain, only for one of them to fall down on the ground again as both Vanessa and Ben kicked it down, The DNAlien snarled at them and raises his hand to attack...only to run away like a bitch as Colossal-Rex lets out another roar and nearly eats him with his large sharp teeth, The DNAlien decided to make a hasty retreat as it raced over to the door and was about to walk out of the exit, when suddenly he smacked against an armored Kevin and fell down unconscious.

Kevin: "That's a work-related accident, you can sue" He said as he looks up to his team and gives them a cocky smirk. "We got them, now what?"

{Time skip...yet again}

The story then skipped yet again as we see the gang driving up to the local dinner that Max and Laura was as they got out of the car and looked at the building with confused look's.

Mikey: "Okay, so can someone please tell me why are were again?"

Gwen: "(Sighs in annoyance) I told you since we don't know where Sabrina's kidnappers went, I suggested we look around the town for clues and since this town is so small, I figured that at least one person had seen something"

She explained as Vanessa walked ahead and looked around the area for anything suspicious, when suddenly she heard a loud noise emitting from a red truck parked outside of the dinner. The gang stealthily walked over to the truck as Ben opened the door and they were all surprised to see a tied up DNAlien sitting at the back of the truck as it was handcuffed with energy cuffs and was gagged by a red cloth, the tied up alien jumped at the sound of the doors opening and accidently knocked down a bucket filled with slime.

Vanessa: "Ugh, more slime" She whined as Kevin walked over to the tied up alien and pull off the red cloth from its mouth.

Kevin: "Alright, start talking!" He demanded as The DNAlien was about to say something, when suddenly he was interrupted by the beeping sounds of The Zennatrix, Omnitrix and the Anamatrix.

Ben: "What is up with you?" He asked rhetorically as he waves his hand around the slime and the omnitrix started beeping louder.

Omnitrix: "Unknown DNA sample acquired"

Ben: "That's new"

Vanessa: "Wow, I didn't knew that our devices could talk"

Mikey: "It cant that was The Omnitrix's AI, we both have one as well" He explained as Gwen looked down at the ground and gasps in shock as she noticed something very familiar laying on the ground.

Gwen: "Ben, you might want to take a look at this" She said as Ben turned to her and nearly fell backwards in shock as he a very familiar cloth resting on his cousin's hand.

Ben: "This is from his favorite shirt" He said, while grabbing the red cloth from Gwen as Kevin, Vanessa and Mikey starred at him with confused looks.

Kevin: "Whose favorite shirt?"

Gwen: "Grandpa Max!" She screamed as glares up to the tied up alien and grabbed it with her mana powers, causing it to let out a pained grunt as Gwen smacked it against a wall and gives him an angry look. "Tell us who tied you up now!"

DNAlien: "M-Max Tennyson and Laura C-Cunningham, they said t-that they wanted to f-find some k-kid"

Vanessa: "Wait a minute, Laura Cunningham? THATS MY MOM'S NAME!" She screamed in shock, not believing that her mother was alive as Mikey runs up to the trapped alien and grabbed it by its tentacles as he gives it a death glare.

Mikey: "WHERE IS SHE?!"

DNAlien: "I don't know, she cuffed me and left me here"

Mikey: "(Growls) NOT HER, THE KID! WHERE IS SHE?! WHERE HAVE THEY TAKEN MY LITTLE COUSIN!?" He screamed as he grabbed The DNAlien's head and slammed it against the wall, causing it to spew out slime from its mouth as he looked up to the angered teen and groans in pain.

DNAlien: "H-Hatchery."

 **And finished! Now I** **know that I** **said that Sabrina will be here, but don't worry she will make her first appearance** **at the next chapter, I p** **romise. Anyway you will find this funny, but I wasn't actually planning on putting Laura on this chapter** **at first I wanted to keep her dead, but then I thought that was a little bit harsh, so I was like why not put her at the Max scene, details on how is she alive will be explained later on.**

 **Anyway as always, I will talk to you all later.**


	13. Episode 4, part 2

**Boom, new chapter! I am really excited about this chapter, although I will admit that it was hard writing out the swimming scene, but overall I really liked this chapter...anyway I own literally nothing of Ben 10, only my OC'S**

 **NOW LETS GET ON WITH THE STORY!**

{Episode 3: Max Out}

The story starts on a cold rainy night where we see an DNAlien interrogating Sabrina, who was tied up on a chair as she looked up at her kidnapper with a terrified look on her face. Sabrina was an a 9 year old girl with light skin, long blue hair that is tied up into two pigtails, has a few freckles on her cheeks, has big adorable green eyes and wears a red shirt with a blue skirt and blue crocs.

Sabrina: "Please, please stop! I don't know where my mom is or who she was working with! I didn't even knew that she was an alien police officer until know, I don't know anything!" She said with tears streaming down her face as she tried to break through her bonds, but it was too strong for her.

DNAlien: "I believe you." He said as he walked over to a table that had a couple of torture tools laid out as he reached under it and pulled out a small white box.

Sabrina: "Are you a monster?"

DNAlien: "Something like that" He answered as he walked over to her, while holding the small box in his hands. "But if you really want to know what I am, then I think the best way to explain is for you to walk a mile in my shoes" He said with a sinister grin on his face as he opened the small box and pulled out a Xenocyte.

Sabrina: "W-what is that?!"

DNAlien: "…My shoes." He said as The Xenocyte alien suddenly sprang up to life and hissed at the little frighten girl as he jumped at her and the sounds of Sabrina's painful screams could be heard across the building.

{Time Skip}

The story then skipped as we see the gang driving up to The Hatchery, before stopping as they got out of the car and quickly ran into the building, while passing a large metal fence that looked like it was forcefully ripped apart.

Kevin: "I'm cold and wet"

Ben: "No, duh" He said, while pointing over to a large metal tower that resembles the weather tower they took down two weeks ago. "Weather machine, the aliens are making the weather cold and rainy for…whatever is their doing"

Gwen: "How do we get in?"

Mikey: "We could smash our way in"

Vanessa: "No, we cant afford to be spotted" She said, before looking over at the waterway as an idea came into her mind. "But I think I do know a way for us to sneak in without being spotted" She said, while pointing over at the waterway as the gang walks up to it and cringes in disgust.

Kevin: "You got to be kidding"

Vanessa: "(Shrugs) Sorry, Kev. But this is the only way in"

Kevin: "Come on, who will be crazy enough to swim in _that_?"

Mikey: "Eh, not the most disgusting thing that I swam thru" He said as the others stared at him with raised eyebrows. "Don't look at me like that, when your in prison you will do whatever it takes to escape" He said as the others starred at him, before shrugging as they jumped into the waterway and started walking across.

{Time Skip…Again}

The story then skipped again as we see Max and Laura popping their heads out from the waterway as they looked around the room for any prying eyes, before standing up as they started walking over to the railing, but not before getting spotted by a DNAlien as it starred at them in surprise. The DNAlien looked at them for a few seconds, before coming into his senses as he started running over to a small box at the end of the railing to sound the alarms, but it was too late as Laura grabbed him by his arm and punched him down. The Hybrid snarled in annoyance as it was about to retaliate, when suddenly Max pulled out a Null Void Projector from his satchel and pressed the trigger, causing him to be sucked into The Null Void as Max and Laura give each others serious looks, before running into a hallway as they encountered two DNAlien's standing outside of a door. Max and Laura nodded to each other as Laura pulled out her gun, while Max whistled to get their attention as they ran over to see where the noise was coming from and were surprised to see Laura standing in front of them as she aimed her gun at him and grinned, before shooting them down in cold blood as Max disposed the deceased aliens with the help of his Null Void Projector. Once they taken care of the guards they ran over to the locked door and opened it by overriding the door with their plumber badges as Max stood outside to guard the door, while Laura walked into the room with her gun in her hand as she looked around the room for anything suspicious and much to her horror, she saw her daughter laying down on the cold ground, while moaning in pain.

Laura: "SABRINA!" She screamed as she ran into the room and bends down to inspect her daughter.

Sabrina: "Mommy…help…me!" She while turning to her, causing Laura to gasp in shock as she saw her daughter partially being transformed into an DNAlien.

Laura: "Don't worry, Sabrina. Mommy is here to take you home"

She said as she grabbed Sabrina by her waist and hoist her up as she was about to call Max to help her get Sabrina to safety, when suddenly she saw an DNAlien walking into the room with an unconscious Max resting on his shoulders. Laura glared at him furiously and was about to grab her gun and shoot at him, when suddenly she let out a loud scream as Sabrina suddenly stood up and pulled out a Taser from out of nowhere as she then struck it into her mother's chest, causing her to fell down on the ground unconscious as the last thing she saw was her daughter grinning down at her sinisterly.

{Time Skip…yet again}

The story then skipped yet again as we see the gang walking across the waterway as the water started getting deeper and deeper.

Kevin: "Next time you guys ask me a favor, remind me to say no"

Vanessa: "Will, you please stop whining already! My sister is trapped in there, possibly being tortured by DNAlien's and your bitching because your wet!" She screamed as she and the others ducked down to pass thru the metal bars, before resurfacing as they gasp for air.

Kevin: "At least she is dry and this stuff smells like-" He said, before jumping back in surprise as he felt something fast and small slithering between his legs. "What was that?!"

He asked in surprise and before any of them can react, Gwen and Vanessa were suddenly dragged down into the water by an unknown force, causing the boys to quickly sprang into action as they dove down into the water to save the girls. Meanwhile in the bottom of the waterway we see Vanessa struggling to free herself as she looks down and was surprised to see a bunch of Xenocyte aliens dragging her down into the floor as they all hissed at her threateningly, Vanessa glared at them as she brought her dual swords from her sleeves and sliced apart the tentacles that was holding her, causing them to let out cries of pain as Vanessa quickly used the distraction to swim up to the surface, but unfortunately for her one of the Xenoctye aliens grabbed her legs and started pulling her down again. Vanessa let out a scared grunt as she started finding it harder and harder to hold her breath, she lets out another grunt as she was about to bring out her swords again, when suddenly Ben came in and kicked the parasite alien aside as he grabbed Vanessa by the waist and quickly swamp them up to the surface as they both gasped for air.

Vanesa: "Oh my god! That was so close, I thought I was going to die!" She said, before looking over at Ben as she gave him a grateful smile. "Thank you for saving my life!"

Ben: "Anytime" He said, while smirking as Kevin and Mikey popped out of the water with alarmed looks on their faces.

Mikey: "Damm it, where is she!?"

Kevin: "I don't know! I cant see a thing down there!

Vanessa: "Holy crap that's right Gwen is still down there, we got to help her!" She screamed as they were about to dive in and search for their fellow teammate, when suddenly a bright pink light occurred and before they can react. The water was suddenly shot upwards, causing a bunch of Xenocyte aliens to fly into the air as the gang blinked in surprise and were glad to see Gwen swimming back into the surface as she had an annoyed/disgusted look on her face.

Gwen: "...Disgusting."

Ben: "And is about to get worse" He said, while looking straight ahead as the others followed his sight of vision and lets out groans of annoyance.

Gwen: "Aw, come on"

Mikey: "You cannot be serious"

Vanessa: "Haven't we suffered enough"

Kevin: "Oh, your not saying" He said as the others took deep breaths and ducked into the water. "Proving my point that this is the worst road trip ever" He said as Vanessa suddenly popped out of the water and gives the 17 year old an annoyed look.

Vanessa: "Okay first of all this is not a roadtrip, its a rescue mission and second, man up!" She screamed as she grabbed Kevin's head and ducked him down into the water with her, causing Kevin to quickly shut his mouth down as he glared at the smirking heroine, before following the others thru the water as they swam under the gates and were shock to see a bunch of Xenocyte eggs laying down at the floor as some of them seems to be almost hatched. The gang quietly swam thru the gates and quickly swim up to the surface with their eyes closed as they all started gasping for breath, Vanessa slowly opened her eyes and lets out a surprised scream as she and others saw a horde of DNAliens glaring down on them as they had the surprised group surrounded.

Mikey: "Well, were fucked"

Vanessa: "Well, thank you captain obvious"

Gwen: "I did not see this coming"

Ben: "We suck at being stealthy"

Kevin: "But we are good at kicking ass!" He screamed as Ben raised his hand over The Omnitrix and slammed it down, causing a green glow to appear and once it dismissed, we see Ben transforming himself into Big Chill as he flew out of the water and spread out his wings.

Ben: "Big Chill!" He screamed as he flew thru a couple of DNAliens and freeze's them from the inside out. "I thought that you guys liked it cold"

He joked as Vanessa followed his lead and took out her Zennatrix from her pockets as she takes a deep breath and ducked down into the water as she then planted The Zennatrix into her chest, causing a purple glow to appear and once it dismissed, we see her transforming into a Piscciss Volann-like alien as she lets out a loud roar and started swimming up to the surface. The Piscciss Volan like alien looks exactly like Ripjaws, except that she had a more female figure, her scales are white instead of grey, her jaws are a bit smaller but has a lot of sharp teeth, her phosphorescent light is a bit bigger, she wears coconut bras with a green loincloth, she also wears an aqua blue snapback hat with the symbol of twin dual swords and has black/white goggles that resembles her sunglasses.

Piscciss Volann-like alien: "Wave Shredder!"

She screamed as she jumps out of the waterway and landed between the horde of aliens as they looked at her in surprise, before snarling at her as they charged at her, but Vanessa didn't even flinch as she raises her hands and suddenly the water underneath them started rumbling and before they can react, they were suddenly punched aside by two giant water fists as Vanessa slowly turned her head to the remaining aliens and smirked deviously as water tentacles started appeared out of the water. With Mikey we see him and Kevin getting out of the water as Kevin absorbed the concrete below and charged at group of aliens as he rammed right thru them and started punching them left and right, Mikey helped him by grabbing a random pipe from the ground and started whacking multiple DNAliens into the water, meanwhile with Gwen we see her floating on a mana platform to get a better view of the battle as she helped the team by blasting any DNAlien that comes close to them, speaking of which she saw a small DNAlien running up to a distracted Vanessa as she raises her hand and blasted it thru its back. Vanessa quickly turns around at the sound of a loud thud as she looks down and was surprised to see a groaning DNAlien laying down on the ground in front of her, she quickly sends a thumbs up to Gwen as she bends down to the small DNAlien and summoned a water sword on her hand as she was about to strike it down at the groaning hybrid, when suddenly she stops as she saw a very familiar face starring up to her with a scared look on her face.

Wave Shredder: "No, it cant be!" She said, while looking down in shock as she saw Kevin and Mikey running up to the small hybrid alien with their fists/weapon raised high in the air. "NO!" She screamed as she shot at them with a water blast, causing them to fell down to the ground as Kevin looks up to her with a confused look on his face.

Kevin: "What the hell is wrong with you?! We were just following your lead!"

Mikey: "Yeah, what gives?"He screamed as Big Chill and Gwen flew down to them and was about to blast the small alien with their ice/mana powers, when suddenly Vanessa flew in front of them with her arms raised as she had a few tears in her eyes.

Wave Shredder: "NO, STOP! PLEASE, DONT HURT HER! SHE IS NOT AN DNALIEN, THATS SABRINA! THATS MY LITTLE SISTER!" She screamed as Ben and others starred at her in surprise as Sabrina looks up to the group of heroes with a pleading/pained look on her face.

 **And done! Sorry if the chapter was short, but I realized that if I continued they wont be enough space for the next chapter.**

 **Anyway as always, I will talk to you all later.**


	14. Episode 4, part 3

**Annnnd new chapter, sorry it took so long, but I was busy with other story. Anyway I really love how I wrote this chapter and I cant wait for you all to see what happens...Anyway I don't own Ben 10, only my OC's**

 **NOW LETS GET ON WITH THE STORY!**

The story starts with the now conscious Max Tennyson and Laura Cunningham being escorted by two DNAliens as they lead them to a door and opened it, Max and Laura slowly walked into a large room and saw that it was covered with what appears to be red vines, the duo looked ahead and saw a Highbreed standing in front of them as he had his back turned to them.

Highbreed: "Max Tennyson and Laura Cunningham, you two have been active in your retirement's"

Max: "Oh, this is really just a hobbie, now. Men my age have to stay active"

Laura: "And I have been forced to do this" She said with an icy tone, causing Max to give her a sad look as he placed a hand on her shoulder.

Max: "Laura, I am so sorry. You know that I will never do this to you, if I have no choice"

Laura: "(Sighs) Its okay, Max. Its not your fault, besides you do need my help, since you are rather old" She said with a smirk as Max frowned and points his finger at her.

Max: "Watch it with the old man jokes"

Laura: "I'll try"

Highbreed: "Enough of this!" He said, growing tired of their conversation as he turned to them and glared fiercely. "You two have been a great irritation to us, vermin's. You two have delayed our plans for far too long"

Max: "Its obvious you been producing this parasites here" He said as Highbreed walked over to one of the grey boxes on the ground and pulled out a Xenocyte.

Highbreed: "Xenocyte's, yes."

Laura: "And that they somehow transform humans into this disgusting freaks"

Highbreed: "It can't be helped, their human half makes them…repulsive"

Laura: "All I want to know is, why? Why did you have to infect Sabrina?! What have she ever done to you!?" She screamed with tears in her eyes as The Highbreed starred at her for five seconds, before motioning his minions to grab her and Max as they grabbed them by the shoulders and bend them down.

Highbreed: "I only needed the little brat to lure you two here and to answer your question on why she was infected, you two will see soon enough. We are only hours away from completing the most _crucial_ stage in our plan and with you two out of the way, there is no one that can stop us"

Laura: "That's what you think, ugly! I don't only have one daughter, I have two and I'm pretty sure that she is coming here to kick your a-!" She said, before letting out a loud grunt as she was knocked out by an DNAlien and the last thing she saw was the ugly face of the Highbreed as he glared down at her with his arms crossed.

{Time Skip}

The story then skipped as we see the gang looking down at the mutated Sabrina in surprise as Ben transformed back to normal, while Gwen floated down at the ground and Kevin took off his body armor.

Mikey: "I cant believe it, it really is her. What has those bastards done to her?!" He screamed in pure rage as Vanessa quickly transformed back to normal and took off her hat/glasses she bends down and hugged her sister.

Vanessa: "Sabrina, I am so sorry. I should have been there with you, I'm a terrible sister"

Kevin: "That's Sabrina? She actually looks a little taller than I thought" He said, trying to lighten the mood but It didn't work as Gwen looked at the groaning hybrid with the look of pity on her face.

Gwen: "That poor girl, we got to help her"

Ben: "She was fighting us, whatever they did to her, it affected her mind"

DNAlien Sabrina: "What they did to me is…SET ME FREE!" She screamed as she roughly pushes off her sister and grabbed a knocked out DNAlien from the ground as she then tosses it over to them, causing Ben, Gwen and Mikey to ducked down as Kevin looks at his friends, before looking over at Sabrina as he absorbed the concrete below and charged at her.

Kevin: "Let's get her!" He screamed, before getting blocked off by Gwen as she used her mana powers to grab Sabrina and ensnared her with mana ropes.

Vanessa: "No, please! Don't hurt her, she is just being mind controlled by them!" She said while running up to her little sister, who was laying on the ground breathing heavily. "Is that thing on her, its making her do this!"

Kevin: "Then lets get it off her" He said as he grabbed the Xenocyte on her head and started pulling it, causing Sabrina to scream loudly as tears streamed down on her face.

Vanessa: "Sabrina!"

Ben: "Kevin, stop! You are only hurting her!"

Mikey: "Yeah, Levin, knock it off!" He said as he and Ben grabbed Kevin arm and were about to pull him away from Sabrina, when suddenly both The Omnitrix and The Anamatrix started beeping loudly.

Omnitrix and Anamatrix: "Severe genetic damage detected"

Ben: "What the hell? Omnitrix is that you?"

Omnitrix: "Genetic code splicing error, should we attempt to repair?"

Ben: "Try to fix, Sabrina? Yeah, lets do it!" He said as he was about to reach his hand over at Sabrina's head, when suddenly Mikey grabbed his hand and gave him a serious look.

Mikey: "Ben, wait. We don't know what's going to happen if you try to fix Sabrina, what if gets worse? What if it damages your own DNA and turn you into this thing?"

Ben: "That's a risk I have to take, besides if I don't do anything, then who is going to try and fix Sabrina?"

Vanessa: "I would." She said, causing her friends to look at her in surprise as she walks in front of Sabrina and took out her Zennatrix.

Ben: "Vanessa, wait. Mikey is right, we don't know what would happen if you do this? What if it kills you?"

Vanessa: "I don't care, I wasn't there when Sabrina needed me and I am not going to abandon her again" She said with a determined look on her face as she lowers her Zennatrix on Sabrina's head and it started beeping.

Zennatrix: "Severe genetic damage detected, do you wish to repair it?"

Vanessa: "Yes."

Zennatrix: "Are you sure?"

Vanessa: "Yes."

Zennatrix: "I don't think you realize the stakes here, there is a risk that it could alter your DNA or even kill you if you continue with this"

Vanessa: "FOR GODSAKE, I DON'T CARE IF I DIE! I ONLY CARE ABOUT MY SISTER'S SAFETY, SO PLEASE HELP ME SAVE HER!" She said with tears in her eyes as The Zennatrix let out a small beep, before following her demands.

Zennatrix AI: "…As you wish, master" It said as it let out a low hum, before letting out a flash of purple light and the next thing Vanessa knew, she suddenly found herself floating around on empty space as she looks up and saw that she was currently flying across a purple tunnel as purple electricity danced around her like fire.

Vanessa: "Holy, crap! I'm inside the Zennatrix!" She said, before letting out a surprise squeak as she saw a hologram version of herself, floating beside her as it smiles at her. The hologram looks exactly like her, except that her hair was dark purple, she had red eyes and wore a purple/black version of her outfit.

Hologram: "Hello, master"

Vanessa: "What the hell? What are you and why do you look like me?"

Hologram: "I know this may be weird and confusing to you master, so let me explain. I am The Zennatrix's AI, which means Artificial Intelligence if you didn't know

Vanessa: "I know what AI means, I'm not stupid. Just get to the point already!"

Zennatrix's AI: "…Anyway when I was created and sent here to Earth, I was deactivated by my creator Azmuth along with my brothers. But I was activated thanks to you, when you wished to save your sister"

Vanessa: "Okay, wow this is so weird. So, wait a minute, were you conscious the entire time you were with me? Like the _entire_ time?"

Zennatrix's AI: "Yes I was and for the record, I was created to save dying worlds, not for you to use me to spy on your crush when he is taking a shower" She said with an annoyed look on her face, causing Vanessa to blush madly as she coughs and tries to change the subject.

Vanessa: "So, um, what should I call you? I don't really want to call you The Zennatrix's AI all the time"

Zennatrix's AI: "A name? Huh, I never really thought of naming myself before, how about…Trixy?"

Vanessa: "Lame"

Zennatrix AI: "Well, what do you suggest master?"

Vanessa: "Okay can you please stop calling me master, its weird and as for your name, how about...Zeda?"

Zennatrix AI: "Zeda, Zeeeda, Zeeeeeeda…I like it! Now come on, lets go and save your sister, before its too late!"

Vanessa: "Right behind you!"

She said as Zeda flew off with Vanessa following close behind her as they flew through out the purple tunnel for a few minutes and soon enough they saw a giant mutated Sabrina floating in the air with her eyes closed, Vanessa and Zeda nodded to each other as they flew over to Sabrina and grabbed the small parasite on her head as they then started pulling it, causing the Xenocyte alien to hiss at them as it grabbed Vanessa with its tentacles and started suffocating her, Vanessa struggled to escape her binds as she looks up and saw Zeda floating above her with a purple aura covering her entire body as she looked over at her master and said "Don't worry, I will finish from here" Vanessa smiled at her as the last tentacle covered her eyes and everything went black. A few minutes later, Vanessa lets out a low moan as she opens her eyes and was happy/relief to see her little sister back to her normal self as she looks down and saw a Xenocyte alien resting on her hand, causing her to cringe as she threw it away and wipes her hand in disgust.

Vanessa: "I got to get an instruction manual for this thing"

Voice: "Yeah, good luck with that, by the time you finish you be in your mid 70's" A voice said, causing Vanessa and the gang to turn around in surprise as they saw Zeda standing behind them as she put her hands on her hips and waved at them innocently. "Hello"

Gwen: "...Okay what the heck is that?"

Vanessa: "Oh, that's Zeda. She is The Zennatrix's AI that I accidently turned on, while I was inside Sabrina" She said, causing her team to give her confused looks as Zeda floated a top of them, examining her new surroundings with the look of curiosity. "I'll explain later" She said, before turning over to her sister as she bends down and hugged her tightly. "Sabrina, I'm so glad your okay"

Sabrina: "Vanessa? Mikey? What's going on? Ooh, my head" She said, while grabbing her head in pain as Vanessa rubbed her back comfortably.

Mikey: "Don't worry short stuff, everything is going to be okay" He said with a small smile as he rested his hand on her shoulder, but she didn't return the smile as her head was now clear of the pain and she remembered everything she did.

Sabrina: "Everything is not okay, I captured Mom and some old guy over to them! I-I couldn't control myself and I-I hurt mommy!" She said, while letting out a sob as the team looked at her, surprised by the new information.

Ben: "Wait, they have Grandpa Max and Mrs. Cunningham?"

Sabrina: "I'm so sorry, Vanessa! It was all my fault, I was too weak to resist their mind control and now mommy is going to die because of me!" She said, while crying on her sisters chest as Vanessa rubs her hair and hugs her tightly.

Vanessa: "Sabrina, don't cry, I should be the one apologize to you. If I didn't leave none of this would have happen, I swear to you that I will save Mom and we could all go back home and be a family again" She said as Sabrina sniffled, but smiled up to her sister as Ben looked up the stairs with a determined look on his face.

Ben: "Lets go save them!" He said as Vanessa smiled at him, while Sabrina wiped her tears away and stood up.

Sabrina: "I'm coming too" She said as Vanessa was about to disagree, when suddenly Zeda appeared above them with an alarmed look on her face.

Zeda: "Look master, I know you are worried for your sister's safety and all, but we got to hurry and save them, before its too late!" She said as Vanessa sighed, but nodded nonetheless as she picked up Sabrina and headed up the stairs as the others followed her.

{Time Skip}

The story then skipped as we see the gang slowly entering the room that Max and Laura was in as they looked around and saw Max Tennyson sitting in front of them, tied up by red vines.

Max: "Ben? Gwen?"

Ben and Gwen: "GRANDPA MAX!" They screamed overjoyed to see their grandfather as they ran over to him and broke the vines holding him.

Max: "Man, am I glad to see you two" He said as Kevin smiled at the happy reunion and walked over to them as the others were about to follow him, when suddenly a familiar voice was heard beside them.

Voice: "So are you guys going to help your poor mother or what?" A random voice said, causing the group to turn around and saw Laura smiling warmly at them as she was tied the same way as Max was. "Hey kids, good to see you"

Vanessa and Sabrina: "MOM!" They screamed in unison as they ran over to her and freed her from her binds, before hugging her as Mikey and Zeda stood back to watch the touching reunion.

Vanessa: "Mom, I'm so glad your here! I thought I never see you again!" She said with tears of joy rolling down on her face as Laura smiled at her and wiped away her tears

Laura: "Don't worry my daughter, I'm here" She said warmly, before looking down at Sabrina, who was looking down at the floor in regret/guilt.

Sabrina: "M-Mom, I'm so sorry, I-I couldn't stop myself and I hurt you and-" She said, before stopping as Laura bends down and kissed her forehead.

Laura: "Don't worry, Sabrina. I know it wasn't your fault" She said, before turning over to Vanessa as she grabbed her hands and gave her daughter a regretful look. "Vanessa, you don't know how deeply sorry I am for lying to you, Sabrina, your cousin and your father. A few months after my 'death', the plumbers asked me to partner up with Max and investigate on an alien case, at first I was hesitant but Max convinced me to join him and to make a long story short, I was in deep trouble and the plumbers told me that I needed to lay low for a little while. They told me that I have to fake my own death so that The DNAliens think I'm dead and wont try to use you two as hostages, so after I told you about me being a plumber, I drove off and fake my own death. Vanessa, I been watching everyday since the accident and I am so sorry for all that I put you through, between your father beatings and losing your eye, I know you may never forgive for what I have done and I don't blame you, I am a terrible mother!" She said, while tearing up a little bit as Vanessa starred at her mother, before hugging her again as she smiled up to her.

Vanessa: "I don't care about all of that, Mom. I'm just happy that your here and we can be a family again, without that bastard of a father"

Laura: "(Laughs) I agree, I always knew that Richard was a bad person" She said, before turning over to Mikey as she gave him a big smile. "Hey Michael, I see that you have changed a lot since the last time I saw you. How is your parents by the way?"

Mikey: "Oh, you know, out on their usual business trips as usual"

Laura: "Ha, ha, ha, that's my brother for you" She said, before looking over at Zeda, who was looking down at the floor, not knowing if she wanted to present herself or not. "And who might you be?

Zeda: "I am Zeda, The Zennatrix's AI.

Laura: "Zennatrix, huh? So your the famous shapeshifting device that everybody talks about"

Zeda: "Yes, although I am not as well known as my brothers"

Laura: "Brothers? Oh, you mean The Omnitrix and The Anamatrix?"

Zeda: Yeah, them. They both have AI's as well, but they are both deactivated and I am not entirely sure on how to turn them on. Anyway your daughter talks a lot about you, its an honor to meet you Mrs. Cunningham"

Laura: "Likewise, oh and thank you for protecting my daughter"

Zeda: "Your welcome, she is my new master and I will be glad to be by her side and protect her"

Vanessa: "Ugh, I told you to stop calling me master!" She screamed in annoyance, causing the small family to laugh at her grumpy face, before getting alarmed looks on their faces as a loud blaring alarm could be heard throughout the room.

Alarm: " **Attention all personal! Initiate project DNA, now!"** The alarm said, causing the group (Including Ben and the others, who finished with their reunion as well) to quickly spring into action as they all ran up to the windows and saw DNAliens taking out a bunch of Xenocytes from the water way.

Mikey: "What are they doing?"

Max: "They are shipping those things somewhere, putting together a DNAlien army" He said as Laura turned towards Vanessa and puts her hand on her shoulder.

Laura: "Vanessa you need to end this once and for all, you need to stop them before they build their army"

Vanessa: "But there are so many of them, I don't think I can do this"

Laura: "Yes, you can. You are a Cunningham, kicking alien ass is in your blood, now go!" She screamed as Vanessa nodded firmly as she and others ran over to the door, but then she stopped as she turned towards her mother and noticed that she and Max weren't moving.

Vanessa: "And what are you going to do?"

Laura: "What I do best" She said as Vanessa looked at her with a concern look, before running off with the others as she put on her hat/glasses and planted The Zennatrix on her chest.

{Time Skip...Again}

The story then skipped again as we see a group of DNAliens trying to transport a bunch of Xenocyte eggs into a red truck, when suddenly it was exploded by a mana blast as they turned around and saw Vanessa and the others glaring down at them as Gwen's hands smoked from the blast.

Kevin: "Nice one" He complimented as the horde of DNAliens snarled at them and started showering them with their acid spit, causing Vanessa and Zeda to grab Sabrina and pushed her out of harms way as Gwen took off to the sky with Kevin, while Ben and Mikey ducked down to avoid the deadly blasts as they jumped up and pulled out their alien devices.

Ben: "Hero Time!" He screamed as he slammed his hand down on The Omnitrix, causing a lash of green light to occur and once it dismissed, we see him transforming into Jetray as he flew up and smirked at the crowd of DNAliens. "Jetray!"

He screamed as he flew down and started shooting neuroshocks at random directions, effectively destroying a lot of trucks as he flew up and continued shooting down more trucks. Meanwhile with Mikey we see him free-falling into the earth as he reached out his Anamatrix and slammed it down, causing a yellow light to occur and once it dismissed, we see him transforming into The Rhino as he lets out a loud roar and landed face-first into the ground, causing a massive shockwave to appear as it destroyed a lot of red trucks. Gwen gritted her teeth in concentration as she flew up in the air and started raining down mana blasts at the panicking hybrid aliens, causing them to scatter around in fear as Kevin dropped down from Gwen's mana platform and absorbed a metal pipe from the ground as he then ran up to one of the red trucks that weren't destroyed and started breaking all of the Xenocyte eggs, with Vanessa we see her looking thru her Zennatrix to find the right alien to use as Zeda looks over the edge and then looks at her master with a confused look.

Zeda: "Master, aren't you going to join the battle?"

Sabrina: "Yeah, aren't you going to help them?"

Vanessa: "Oh, don't worry I will" She said with a dark tone as she found the alien she wanted and stood up as she walked over to the battle and looked up to Ben, who was too busy shooting down DNAliens to notice her. "Ben, I'm going to need you to pull everyone back!"

Jetray: "Why?"

Vanessa: "Just trust me, I have a plan!" She screamed as Ben nodded to her and flew over to his team.

Jetray: "Guys, pull back!"

Gwen: "What? What do you mean pull back?"

Kevin: "Yeah, what gives Tennyson?"

Jetray: "Vanessa has a plan, but in order for that to work, she needs you all to move now" He said as Mikey looks over at his cousin and saw a very pissed off look on her face.

The Rhino: "Oh, I know that look. Ben's right we need to move like now" He said as he ran over to his cousin with the others following close behind as Vanesa picked up her little sister and handed her over to Zeda.

Vanessa: "Zeda I need you to hold Sabrina for a minute and cover her ears and that goes for all of you"

She said, while warning them as they quickly covered their ears and saw her walking over to the horde of DNAliens as she reached out her hands and slammed it down on her Zennatrix. Causing a big flash of purple light to appear and once it dismissed, we see her transforming herself into Soundwave as she looked up to the army of DNAliens and duplicated herself to 6.

Soundwave Original: "You invade my planet!-"

Soundwave 1: "You endangered me, my cousin and my friends!-"

Soundwave 2: "You kidnapped my sister!-"

Soundwave 3: "Turned her into a monster!-"

Soundwave 4: "Captured my mother!-"

Soundwave 6: "YOU WILL ALL PAY!"

She said, before letting out a LOUD sonic scream as the others joined her and soon enough they incinerated all of the Xenocyte eggs, destroyed all of the red trucks and virtually killed every DNAliens that stood her way. Ben and others could only starred at her in amazement as she completely obliterated the entire Xenocyte factory with only one sonic scream, that's something not even Echo-Echo couldn't do (I'm assuming, since I don't really know how powerful his sonic scream is).

Gwen: "Whoa."

Sabrina: "I have the coolest big sister ever"

The Rhino: "Holy crap"

Zeda: "Good job, master"

Ben: "She is amazing" He said, while starring at her lovingly as he had a small blush on his face.

Kevin: "Well, Tennyson if there is one advice I could give you, NEVER forget you guys anniversary" He said with a smirk, causing Ben to glare at him as he was about to make a snarky remark, when suddenly the sounds of explosions could be heard in the background.

Sabrina: "Up there!" She screamed, while looking up from Zeda's shoulders as the others followed her gaze and saw flashes of white light originating from the room they were in a couple of minutes ago.

{Time Skip...Yet Again}

The story then skipped yet again as we see the gang (Including Vanessa and Mikey, who transformed back to normal) running into the vine covered room and saw that it was completely thrashed.

Kevin: "Gramps have been busy" He said as Mikey looks over to the left and noticed a hole in the wall with smoke coming off it.

Mikey: "And so has Aunt Laura" He said as Ben looked around the room and noticed a trail of slime leading to another room.

Ben: "This way" He said as he and the others ran to the other room, only to stop in there tracks at the sight before them.

Kevin: "So, was I right"

Vanessa: "Yeah, worst roadtrip"

She said with a really disgusted look on her face as she saw what appears to be a giant bug spitting out a bunch of Xenocyte eggs, Vanessa and Ben were about to falter back from the disgusting sight. When suddenly Zeda tapped their shoulders and pointed ahead, causing them to turned their heads and saw Max fighting the Highbreed alien from before with a large red pipe he found, while Laura gave him cover with her alien gun.

Vanessa and Ben: "Mom/Grandpa Max!" They screamed as the Highbreed alien blocked a couple swings from Max, before grabbing the pipe from his hands as he then grabbed him and lifted him up from the ground.

Laura: "No!" She screamed as she shot at him a couple of times, causing him to let out a painful screech as he then knocked her to the ground with the pipe and planted his foot over her body.

Sabrina: "Let Mom and Mr. Tennyson go, you big bully!" She screamed, before letting a scared whimper as the large alien growled at her threateningly. Vanessa quickly came to her sister side and stood in a fighting stance as Zeda floated above her with her eyes glowing with purple energy. Ben and Mikey stood beside her with their hands close to their devices, while Gwen stood beside Mikey with her hands glowing pink and Kevin stood beside Ben with his body covered with steal.

Highbreed: "Stay back or this two will breathe no more!" He threaten as they took a couple of steps back, but didn't back down.

Ben: "Give it up, we beaten you! Your factory is destroyed, your trucks are smashed, its over!"

Mikey: "Yeah, so why don't you let them go and we'll promise we wont hurt you...much" He said with a smirk, before getting a confused look on his face as The Highbreed started chuckling sinisterly.

Highbreed: "Fools! More trucks can be here in the matter of hours and my DNAlien horde are right outside, waiting for my command to attack" He said, while pointing towards the window as the group looks down and saw hundreds of DNAliens waiting patiently outside as they had their guns locked and loaded.

Mikey: "Well, were fucked" He said as The Highbreed chuckled at their surprise faces, before looking over at Max and Laura as he gave them a sinister grin.

Highbreed: "Don't you see, your efforts to delay our plans have been futile. It ends now plumbers, nowhere left to run"

Laura: "(Smirks) Who said anything about running?"

Max: "Yeah, we weren't running chief, we were just looking for the egg machine" He said with a grin as he pulled out a Null Void Projector from his satchel, while Laura pulled out her gun and started breaking it apart.

Highbreed: "A Null Void Projector?! You think you can imprison us all!?"

Max: "No, but without the focusing lens, this thing will do a pretty good imitation of a hand grenade. I figured it could take out a half of mile" He said as he ripped out the focusing lens, causing it to let out a few sparks as electricity started leaking out from the small device.

Laura: "And with the help of my gun's fusion orb, it could take out 6 extra miles" She said with a smirk as she took out a small red orb from her gun and tossed it over to Max, who caught it and planted into the small device, causing it to let out a small hum as it started glowing with red energy.

Highbreed: "You wouldn't dare! You would be destroyed along with your offspring!"

Max: "Gwen, throw an energy shield around you and the rest of the kids and hold on tight and...be a good girl" He said, while giving her a wink as he smiled at her, but she didn't return the smile as she and others realized what they were about to do.

Vanessa: "Mom, no! You cant do this! Please, I cant loose you again!"

Laura: "I'm sorry my daughter, but there is no other way. I need you to help Ben and the others stop this alien freaks from taking over the planet"

Vanessa: "Mom, please I cant do this without you!"

Laura: "Yes, you can! I seen you fight and trust me, you can take on whatever the world throws at you. I believe in you my daughter, But I need you to promise me that you will protect your sister with everything you got and don't let your father find you or her, Oh and Vanessa...I love you. She said with tears running down her face as Vanessa could only stare in horror as the little device started glowing brighter, indicating that it was about to explode.

Vanessa: "MOM, NOOOOOOOOO!"

She screamed as she tried to reach to her, only to be stopped by Gwen as she put an energy shield around and the others, just as the device detonated and took out everything from 7 miles radius. A few minutes later Gwen put down her energy shield and all of them can only look at the scene in shock/sadness as Sabrina hugged her sister and started crying on her shoulder, Vanessa hugged her sister back and cried silently as Ben walked over to her and put his hand on her shoulder, while holding back tears as well.

Kevin: "That was...pretty hardcore"

Mikey: "I cant believe they did that, I mean I understand why, but still"

Zeda: "They were extraordinary plumbers, they will be great legends to all future plumbers"

Gwen: "T-They saved the whole world"

Ben: "Yeah, he did. For now, but I don't think those things are giving up anytime soon"

Gwen: "What are you saying?"

Vanessa "(Sniffles) What Ben saying is that is up to us to protect the planet" She said while letting go of Sabrina as she walked over to the edge of a large crater and starred at it with an emotionless look on her face. "Me and Sabrina lost everything because of this alien freaks and I am not giving up until we stop them from taking over this planet, are you guys in?" She asked, while holding out her hand as she had a determined look on her face.

Ben: "Of course I'm in, is what Grandpa Max would have wanted" He said as he walked over to her and put his hand over hers.

Gwen: "I will be glad to help" She said with a warm smile as she puts her hand overs Ben's.

Kevin: "Eh, it beats sitting at home all day" He said playfully as he put his hand over Gwen's.

Mikey: "You know, I always have your back Vanessa" He said with a smirk as he put his hand over Kevin's.

Zeda: "I will always follow you my master" She said, while smiling at her as she floated on top of them and put her hand over Mikey's

Sabrina: "For all my life you always helped me whenever I'm in trouble, I think its time that I return the favor" She said as she reached out her small and put it over Zeda's.

Vanessa: "These aliens freaks may outnumber us by a lot, but they better be prepared because when we fight as one, nobody can stop us"

 **And done, I was waiting to use the anniversary line forever, anyway looks like the team has a new member...even thought the member is a child. Anyway I really, really, really, I cant wait for the next episode, finally Vanessa and Ben will be a couple and maybe Sabrina will get a new pet.**

 **Anyway as always, I will talk to you all later.**


	15. Episode 5, Part 1

**And new chapter! Just a heads up guys, after having a talk with a fellow author I realize that my writing is well...a little bit awful...okay a lot awful so I decided to change things up a little bit and if you guys don't like it or want point out any other flaw in my story, tell me right away I am open to criticism...Anyway I don't own Ben 10, I wish I did but I only own my OC'S.**

 **NOW LETS GET ON WITH THE STORY!**

{Episode 5: Pier Pressure}

The story starts at night, where we see smoke coming off from the forest as we zoom in and see a large heavily damaged alien-like spaceship resting upon a large crater. For the moment all was quiet, until suddenly a small green/black blob-like alien slithered out one of the holes on the ship and fell down into the ground.

The small blob lifted up his "head" and looked around his surroundings curiously, before leaping out of the crater as it suddenly morphed its body into that of a dog and started slithering its way through the forest. After a few minutes of crawling around in the forest while avoiding large predators, the little alien suddenly found himself standing on the other side of a freeway as he saw a man in overalls trying to change the tires of his large red truck.

The little alien quickly slithered its way through the freeway and made its way over to the truck, while being careful to avoid the man's gaze as he shook his "tail" in preparation and phase into the truck. The man sighed tiredly as he swiped off the sweat from his forehead from the excessive work and was about to finally take out the tire, when suddenly he staggered back in shock as he saw his truck being covered with what appears to be a green/black blob and suddenly it drove off.

Trucker: "Hey! What do you think you're doing with my-?!"

He screamed, before stopping in mid-sentence as the truck turned his "head" at him and glares at the flabbergasted man fiercely. The trucker was staring at the bizarre scene with a confused look on his face as the truck made a U-turn and started driving up to him at high speeds

The trucker screams in terror as he tried to outrun the truck, but obviously it didn't work because the possessed truck easily catch up to him and jumped up into the air, the trucker shrieked in terror as he saw his truck's bumper opening up like a mouth, defying all logic as the truck roars and ate him whole.

{Time skip}

The story was then skipped as we see Vanessa and the gang sitting in one of the stands of The Bellwood Baseball Stadium, the only baseball stadium in all of Bellwood. Vanessa and the rest (Minus the boys as Kevin slept on his seat, while Ben run off to get some snacks) started cheering loudly as they watched Sarah entering the field, while wearing a standard baseball outfit. 3 weeks have passed since the whole DNAlien ordeal and Vanessa was glad to see her sister back to her normal self. After stopping the DNAliens from spreading their Xenocyte eggs throughout the country Vanessa decided to have Sabrina live with her at the Rustbucket, since Mikey didn't have a spare room in his house.

At first Sabrina was depressed and reclusive over the death of her mother and Vanessa was starting to get worried for her well being. She always stayed at the Rustbucket and rarely comes out, she doesn't talk to anybody but Vanessa and even then she hardly say anything to her, she barely touches her food and whenever Vanessa or the others tries to cheer her up, she just stares at them blankly and goes to her room, which is basically the upper bed of the twins bed (Think of it where ben and Gwen slept during the original series).

Running out of options Gwen suggested that Sabrina should have an activity or a hobby to take her mind off her mother's death. Vanessa quickly took her advice and started looking around town to find something that Sabrina will like and after walking around for hours, Vanessa finds a flyer on the wall saying that a team was looking for any applicants to join their team at the Little Baseball League.

Quickly ripping out the flyer on the wall she rushed over to her little sister and asked if she wanted to play baseball, Sabrina was skeptical of the whole idea but after coming to a few practices she…actually started to have fun playing the game, she even made friends with some of the members of her team. Today was her first official game and so far she was doing great...I mean she missed catching the ball a few times and fell on couple of occasions but otherwise than that she was having a blast.

Announcer: "And now entering the field is Sabrina Cunnigham!"

Vanessa: "Yeah! Go Sabrina!" She screamed as Sabrina waved at her enthusiastically and ran over to the game.

Zeda: "Well, aren't you happy?" She teased, while hiding inside of The Zennatrix so that no prying eyes can see her.

Vanessa: "Of course I am, I am so happy for my little sister. After the whole fiasco a few weeks ago I was getting kind of scared that the whole experience traumatized her, but after taking Gwen's advice Sabrina has been slowly getting better each day" She said before, turning over to Gwen as she gave her an appreciative smile. "Thanks for helping me Gwen"

Gwen: "Aw, it was nothing. Anything to help out a friend"

Ben: "Yo, yo, yo, snacks coming through" He said as he walked pass Gwen and sat beside Vanessa as he gave her a hotdog with mustard and gave Gwen a bag of peanuts. "So, what did I miss?"

Vanesa: "You made it just in time, Sabrina is batting at home plate and is the final inning, if she gets a home run she will win the game" She said, while eating her hotdog as Sabrina walked over to the home plate and raises her bat anxiously.

Ben: "Wait, they are going to play her now? When the game is about end? Oh man, can you imagine how nervous she is going to be"

Vannes: "Nah, I think she is going to be okay"

Zeda: "Are you sure master?" She asked, while butting in on their conversation as she gave her a worried look.

Vanessa: "Don't worry, she got this. She is a Cunningham remember, she wont get sacred" She said confidently as Zeda looked over to Sabrina and saw that her legs were shaking nervously.

Zeda: "Um, okay if whatever you say master" She said as the pitcher glared at Sabrina, who gulped a little bit as she tighten her grip on the bat. The pitcher smirked as he raised the ball over his head and throws it at her, Sabrina eyes widen as she lets out a yell and swings her bat, but sadly for her she missed the ball completely.

Catcher: "Strike 1!"

He screamed as the gang gasped, but Vanessa expression didn't faltered as she bit her lip and silently encouraged her little sister to continue trying. Sabrina pouted a little bit, before raising her bat again as the pitcher threw another ball at her and again she missed the ball completely.

Catcher: "Strike 2!"

Sabrina: "Ah, forget this, I cant do this!" She screamed as she threw her bat on the ground in frustration and started walking out of the station. Everyone murmured in confusion at her actions as Vanessa got up from her seat and ran over to Sabrina to check on her sister.

Vanessa: "Hey, hey, hey, where do you think your going?" She asked, while walking up to her as Sabrina frowned and looked down at the ground.

Sabrina: "Leaving."

Vanessa: "And what? Your going to give up just like that?" She asked as Sabrina sat down on the floor and hugs her knees together. "Hey, come on, what's wrong? Talk to me, please Sabrina"

Sabrina: "(Mumbles incoherently)"

Vanessa: "What's that? I didn't understand you"

Sabrina: "I can't do this! Its too hard and with all of this pressure on me, I'm sacred that I will fail and let the whole team down" She said, while looking at the ground as Vanessa shook her head and took off her glasses as she bends down to her sisters eye level and gave her a small hug.

Vanessa: "Hey, come on now. What this talk about failing the team? How do you know you will fail your team, when you don't even try?" She asked with a small grin on her face as Sabrina looked up to her, but said nothing. "Sabrina, what your feeling right now is completely normal, I go to the exact same thing everyday when I'm out saving the world with Ben and others. Look I cant assure you that you will win, but I can tell you is that isn't better to try something and fail, instead of not trying and wondering for the rest of your life if you would have win the game or not" She asked as Sabrina looked down at the ground, before looking up to her sister as she gave her a grin.

Sabrina: "Well, I think that I can give it a shot"

Vanessa: "Atta girl, oh and Sabrina. No matter what happens, you will always be a winner in my book" She said as Zeda appeared above the girls and raised an eyebrow at her master.

Zeda: "Wow, master that was really cheesy" She said as she and Sabrina giggled, while Vanessa gives the AI a look and crosses her arms.

Vanessa: "Really, Zeda? We were having a nice moment here" She said, before standing up as she put on her glasses and gives her sister a supportive look. "Now go out there and show the world what you are made off" She said as Sabrina ran off into the game, while Vanessa and Zeda (Who retreated back into the Zennatrix) headed back into the stands.

Ben: "Hey is everything okay?"

Vanessa: "Yeah, Sabrina just had cold feet, but I talked to her so everything should be fine" She said as Sabrina apologized to her coach and walk back to home plate.

Pitcher: "Oh look, the crybaby is back. Why don't you throw another tantrum and ran back to your mommy?"

He said, while laughing at her but Sabrina ignored him as she raises her bat and growls at him threateningly. The pitcher was taken back by this, but he quickly compose himself as he drew back the ball and threw it at her, time seem to slow down as Sabrina eyes narrowed at the incoming projectile and swiftly she swung her bat at the ball with all of the strength she could muster.

The crowd gasped in surprise as the bat made contact with the ball and it flew high up into the air, the crowd celebrated as Sabrina quickly ran all of the plates and won the game by a home run, Vanessa cheered as she ran out of the stands and hugged her sister tightly. Ben looked over at Vanessa smiling face and sighed happily, Gwen noticed this and smirked deviously.

Gwen: "You really like her, don't you?"

Ben: "Of course I do, she is my friend after all"

Gwen: "No, I mean that you _like_ like her"

Ben: "What!? N-No I don't!"

Gwen: "You do, its so obvious! So, why don't ask her out already?"

Ben: "(Sighs in defeat) Alright fine, I do like her. But what if she doesn't like me back? Or what about if we go on a date together all alone and she will realize how much of a dork I am"

Gwen: "Ben your not a dork, your kind, sensitive and well mannered" She said, before looking over to Kevin who was still sleeping on his seat. "Unlike _some_ people I know" She said with annoyed look, before looking over at the baseball stadium as she noticed that almost everybody were starting to leave. "Look the team is clearing out, now is your chance to ask Vanessa out!"

Ben: "Um, wait I'm not sure that's a good ide-" He said, before getting cut-off by Gwen as she grabbed his arm and started leading him towards Vanessa.

Gwen: "Okay, good luck!" She said as she pushed him towards Vanessa, but her push seem a little bit to strong since Ben nearly lost his footing, but luckily he caught himself in time as he sat up and saw Vanessa smiling up to him.

Vanessa: "Oh, hey Ben"

Ben: "Vanessa, hey, um I just came here to...congratulate your sister on her big win!" He said with an awkward chuckle as Vanessa beamed at him, oblivious to his nervousness as she ruffled her sister's hair.

Vanessa: "Yeah, I just knew this kid will win"

Sabrina: "It was all thanks to you, sis"

Vanessa: "Ah, I didn't do anything, it was all you. Now come lets go celebrate and buy pizza, bye Ben" She said cheerfully as she started walking off with her sister following close behind her.

Ben: "Um, right see you later" He said as he was about to walk off the field, but he stopped as he saw his cousin giving him a stern look and motioning him to go back to her. "Wait, Vanessa! I-I actually wanted to ask you something"

Vanessa: "Really? What is it?" She asked as Ben was about to man up and ask her out, but he noticed that Sabrina was still there.

Ben: "Oh, um I was actually wondering if we could talk alone"

Vanessa: "Hmm? Okay, if that's what you want. Hey, Gwen, can you take Sabrina back to The Rustbucket for me?"

Gwen: "I will be glad to" She said as she grabbed Sabrina's and walked off, but not before giving her cousin an encouraging look and a thumbs up. Ben smiled meekly at her, before feeling nervousness creeping up his body as he let out a shaky breath and looked up to Vanesa smiling face.

Ben: "Okay, so um, Vanessa I was wondering if...you wanted to go out sometime?"

Vanessa: "Sure" She said with an innocent smile on her face as Ben nearly faltered back on how easy that was, he thought asking a girl out will be a lot harder than that.

Ben: "(Grins widely) Really? That's great!"

Vanessa: "Yeah, so when are we and others are heading out on patrol?" She asked as Ben's grin instantly fell and he starred at her in disbelief, how can anyone be this oblivious?.

Ben: "No, no, Vanessa, you didn't understand me. I didn't mean going out with friends, I meant going out as in _going out_." He said as Vanessa tilted her head in confusion, before blushing madly as realization hit her on her face like a ton of bricks.

Vanessa: "Oh, oh, oh! Y-You mean like you and m-me, going on a d-date?" She asked, while twiddling her thumbs nervously as Ben nodded to her and looked up to her with a hopeful look on his face.

Ben: "Yeah, so...will you go out with me?" He asked timidly as Vanessa brain instantly shut down and she didn't knew what to say, thankfully for her Zeda came in to the rescue as she came out of the Zennatrix and appeared behind her master.

Zeda: "My master will love to go out on a date with you, isn't that right Vanessa?" She asked as Vanessa nodded slowly, with a dopey smile on her face.

Ben: "Great, so I was thinking that we could head to the pier. The place is practically empty, but the rides are still working"

Vanessa: "Uh, uh, uh" She said mindly as her mind couldn't comprehend what was happening, but luckily she was brought back into reality thanks to Zeda elbowing her by the side. "THAT WILL BE PERFECT!" She screamed a little bit too excitedly as Zeda elbowed her again and she coughed nervously, embarrassed by her sudden outburst. "I-I mean, I will love to go"

Ben: "Sweet, I will pick you up at seven!" He said as he waved at her good-bye and walked off the stadium.

Vanessa: "Bye!" She said with a love-struck voice, before getting a paled look on her face as her brain came back to full power and she realized what just happened. "Wait, what just happened?"

Zeda: "You just agreed to go out with Ben tonight at the pier"

Vanessa: "Wow, I cant believe it finally happen. I'm finally going out with Ben, I must be dreaming...wait, did he said he will pick me up at seven? That's five hours from now! That's not nearly enough time to get ready! I have to pick out an outfit, put on some make up and who will look after Sabrina while I'm off with Ben and-" She said, before getting interrupted by Zeda as the AI placed her hand over her mouth to shut her up.

Zeda: "Now why don't we deal with those problems AFTER we find the RV" She said, while shaking her head amusedly over her masters actions as they both walked out of the large stadium.

 **And done! Originally I wanted to make this story a little bit longer and wanted to put the part where Ben and Vanessa are getting ready for their date, but I figured this is the perfect place to leave off. Anyway I wanted to say I'm sorry if the whole baseball scene is not well explained, I don't know much about sports and I wanted Sabrina to play a sport that is not tennis, I don't want to make her too much like Julie, I want her to be as original as possible.**

 **Anyway as always, I will talk to you all later.**


	16. Episode 5, Part 2

**And done! I'm really glad to see how many reviews and favorites I got lately, it makes me really happy. Also I have other news, I decided to cancel my fantastic four story, I did love writing that story but its hard to focus two stories at once so I decided to delete it and continue with this one.**

 **NOW LETS GET ON WITH THE STORY!**

The story starts with a police officer investigating the site where the stolen truck was last seen and saw that it was completely tilted over.

Police Officer: "Yeah, found that stolen truck" He said, while talking to an another police officer through his walkie-talkie. "No, no sigh on whoever took it" He said as he walked closer to the truck to investigate it, not noticing the small green/black from before making its way to his car as it leaps up and phases into his car. "What do you mean he says that it drove off by itself!? That just doesn't happen!"

He said, thinking what the trucker said was ludicrous as he was about to walk off to find more clues on who stole the truck. When suddenly he froze in his tracks as he heard the police siren going off, the man slowly cocks his head to the side and saw his police car being covered by a strange goop, the law enforcer gawked at the scene as he saw his car roaring at him and drove off by itself.

Police Officer: "…Much"

{Time Skip}

The story then skipped as we cue to Ben's house and we see him preparing for his and Vanessa's first date. He was honestly surprised that Vanessa had agreed to go out on a date with him and for some reason he thought that she liked Kevin, he was still annoyed over the whole kiss on a cheek thing a while back. Ben thought that he will be excited to go out on a real first date with a girl, but honestly…he was freaking out.

Ben: "Great. My shirt is wrinkled, my hair looks stupid and I have a zit the size of Kansas." He ranted, while staring into a mirror as he pulled back his hair to show an impressively large zit on his forehead.

Voice: "Yeah? That is one big zit alright"

Ben: "Ah!"

He screamed as he turns around and saw Kevin smirking at him as he enters his room and crosses his arms. At first the young alien shape-shifter was embarrassed that Kevin had seen his remarkably large zit, but he had more pressing questions to ask.

Ben: "What the-? How did you get in here!?"

Kevin: "The usual way" He said as he pulled out his steel covered hand and used his powers to fade it away. "Incidentally, you may want to fix the hole I punch on your backdoor before your mother sees it"

Ben: "You couldn't knock?" He said with his right eye twitching in irritation as Kevin sat on his chair with a relaxed expression on his face and shrugs at him.

Kevin: "I sort of did"

Ben: "Has anyone ever told you that you're strange and dangerous person?" He asked as Kevin leaned back on his chair with his hands behind his head, not at all offended by that question.

Kevin: "Constantly. But enough about me, Gwen said that _you_ need a favor"

Ben: "Uh, yeah, right" He said, while scratching his head nervously as he knew the minute that he ask him to give him and Vanessa a ride to the pier, he will laugh at his face. "You see I kind of wanted to go the pier tonight…with Vanessa"

Kevin: "I bet you do" He said, while eyeing at him amusedly as he watched the young boy scramble to say his words.

Ben: "And since I don't have a car-"

Kevin: "Or a license" He said slowly, he was having way too much fun with this.

Ben: " _Or_ a license, I was wondering if you could give us a ride to the pier"

Kevin: "…Okay" He said while standing up as he walked over to the door, ignoring the shock look on Ben's face, could it have been that easy?.

Ben: "That's it? No jokes? No insults? No blackmail?"

Kevin: "Nope." He said as he opened the door and absorbed the door knobs metal.

Ben: "Wow, thanks!"

He said relived that Kevin wasn't going to make fun at him as he was about to walk over to his closet to pick out his jacket, when suddenly he realize something. He was going to a real live date with a girl and Kevin was not making fun at him? Something fishy is going and he knew that he didn't like it.

Ben: "Wait a minute, you're going to wait until we are in the car and you're going to make my life miserable are you?"

He asked rhetorically, figuring out that his old nemesis will never agree to give him a ride unless he gets something in return. Kevin didn't say anything as he looked over to Ben and grinned evilly as he walked out of the room and closed the door, accidently breaking the door handle.

Kevin: "Knobs broken" He screamed from down the hall as Ben fell down on his bed and sighed as he secretly wondered if Vanessa is having any trouble preparing their date like he was.

{Time skip again}

The story then skipped again as we see Gwen, Zeda and Sabrina standing on The RV as they watch Vanessa frantically running back and fourth the small RV, trying to find some clothes to wear for her date.

Zeda: "Master, I really think you should calm down"

Vanessa: "Calm down? Calm down!? I'm going on a date with Ben in 3 hours and you expect me to calm down?!"

Gwen: "Look Vanessa, its not that big of deal. You hang out with Ben before, what's the difference?"

Vanessa: "The difference is that we are going out as a couple, not friends. I never been on a real date before, what if I say something stupid?"

Gwen: "You wont, trust me Vanessa. You don't have anything to worry about, just be yourself and soon Ben will see how amazing a person you are" She said with a sincere smile on her face as Vanessa smiled back and hugged her gently

Vanessa: "Wow, no one really said that to me before, thanks. Oh and thanks for looking after Sabrina, while I'm on my date"

Gwen: "Of course, anything to see you and Ben happy"

Sabrina: "Good luck on your first date, sis" She said, while hugging her waist as Vanessa chuckles and rubs her head.

Vanessa: "Thanks, sis. I'm going to need it"

Zeda: "You don't have anything to worry about Master. So, when are we leaving?"

Vanessa: "We?"

Zeda: "Yeah, you, Ben and me"

Vanessa: "Oh. I, uh, kind of expected to go on my date with Ben alone, while you stayed at The RV"

Zeda: "Oh, come on, master! This is your big day and I don't want to miss it! Look I have an idea, if you allow me to stay in your pockets throughout out the entire date, I promise that I wont say or do anything.

Vanessa: "Oh, Zeda, I don't know its just that-" She said, before stopping herself as she noticed that the AI was giving her the puppy-eye look. "...Okay, fine. If you stay quiet throughout the whole date, you can come"

Zeda: "Yay!" She said as she jumped towards her master and hugged her.

Gwen: "Oh yeah that reminds me, I need you to give me your swords"

Vanessa: "What? Why?" She asked as Gwen gave her a blank look.

Gwen: "Vanessa your going on a date, not going out fighting aliens. This is a normal date, so you need to be a normal girl, which means no swords"

Vanessa: "Aw, come on! They are my babies, we been through so much together" She said with a sad sigh as she saw Gwen rolling up her sleeves and taking out her dual swords.

Gwen: "And the hat needs to go too"

Vanessa: "Fair enough" She said as she took off her hat and put it on a table.

Gwen: "And the shades" She said as she reached out her hands to pull off the glasses, when suddenly Vanessa grabbed her hands and pushed her off.

Vanessa: "NO! NOT MY GLASSES! NO ONE CAN SEE ME WITHOUT MY GLASSES!" She screamed as the girls stepped back from her outburst and gave her a worried look, Vanessa face softened as she realized what she did and felt guilty. "I-I I'm sorry, its just that I don't want anyone to see my scar, especially Ben. I don't want him to be disgusted by it, W-what if he thinks I'm ugly because of it?" She said with her lip quivering as she put her hands on her face and struggled not to cry.

Gwen: "Oh, Vanessa, come here" She said as she walked over to her crying friend and hugged her gently as she rubs her hair. "You are not ugly and just because you have that scar, doesn't mean that Ben will think any less of you"

Sabrina: "Yeah and even though you have that scar on your eye, it doesn't mean that your still not the big tough and loving sister that I know"

Zeda: "Young Sabrina is right, master. You should really stop worrying about what others think of you and instead take solace on what your friends think of you"

Gwen: "See? We don't care about your scar and Ben wouldn't either, he likes you for what you look like on the inside, not on the outside" She said as Vanessa looked up to all of them with tears of joy coursing thru her face.

Vanessa: "Thanks guys, your the greatest friends I could ever have" She said as the girls smiled at her words and hugged her.

Gwen: "So, your okay?"

Vanessa: "Yeah" She said, while sniffling as she took of her glasses and threw it on her bed. "Come on, I have a date to go to!" She said with a determined look on her face as she got up from her chair and walked out of The RV.

Zeda: "Um, master, the date is not for another 2 hours" She said as Vanessa walked back in with a blush on her face as she rubs her neck embarrassedly.

Vanessa: "Right sorry, I was just kind of fired up and I went for it"

Gwen: "Its alright, now come on we still haven't decided on what you will wear for the date"

{Time Skip...Yet Again}

The story then skipped yet again as we cue at night and we see the boys driving up to The Rustbucket as Kevin had a calm look on his face, while Ben was sweating bullets.

Kevin: "Okay, lover boy were here, now get out"

Ben: "What do you mean"

Kevin: "Well, aren't you going to be a gentleman and answer her door?" He asked as Ben looked at him with a surprised look. "What? I may like seeing you suffer, but I still want you and Vanessa to hit it off" He said as Ben smiled at him and go out of the car. "But I'm still going to embarrass you on the ride there"

Ben: "Figures." He said as he walked up to the door and knocked. A few seconds later Gwen and Sabrina walked out of the door and spread out there hands.

Gwen and Sabrina: "Introducing Vanessa Cunningham"

They said in union as Vanessa walked out of The RV and Ben nearly faltered back at the beuty before him. Instead of wearing her normal attire, Vanessa was now wearing a light red blouse with a matching skirt and red/white sneakers, she was wearing a little bit of makeup to make her look more cute and finally she had The Zennatrix tucked into her pockets. Vanessa smiled at Ben nervously as she walks over to him and shyly looked away as she rubbed her arm.

Vanessa: "Hi."

Ben: "Hi, you look great"

Vanessa: "Thanks" She said, really happy from his compliment as she pulled back her hair and smiled at him. "So, should we go?"

Ben: "Yeah, lets" He said as he lead Vanessa towards Kevin's car and opened the door for her. "After you"

Vanessa: "Your such a gentlemen" She said, while giggling in delight as she entered the car and sat down.

Ben: "I try"

He said as he and the others entered the car and drove off, after a few minutes of driving a silence occurred as Kevin looked at the rear-view mirror and saw Ben and Vanessa looking at each other, but not saying anything since they were to shy to talk to each other.

Sabrina looked at both of them confusedly, while seating in between as she silently asked to herself on why weren't they talking to each other, while Gwen sat in the passenger seat wondering the same thing as well. Kevin mentally chuckled as he couldn't wait to start Ben's torture, finally after all those years of being bested by him, he was finally going to get revenge!...granted is not the same as destroying him, but it will do.

Kevin: "(In a dad-like voice) Now remember Benny boy, your mother and I want you home by ten o'clock sharp or you cant go to the disco"

Vanessa: "Disco?" She said, while biting back a laugh as Sabrina did the same.

Ben: "He watches a lot of reruns"

Gwen: "Give him a break, Kevin"

Kevin: "Gosh, pumpkin, what do you mean?"

Gwen: "You know exactly what I mean. At least when Ben likes a girl, he lets her know. He asks her out. Maturity. Isn't that a novel approach?"

Kevin: "Ben's got a girlfriend! Ben's got a girlfriend! Ben's got a girlfriend!"

He chanted, before laughing as Gwen shook her head at his immaturity. Ben face-palmed in embarrassment as Sabrina patted his back, Vanessa smiles and blushes at the thought of being called Ben's girlfriend as they drove up to the pier and Kevin finally stopped laughing.

Ben got out first and held out his to Vanessa, who eagerly grabbed it as they walked inside the pier, not noticing the blob from before following them as it hid behind a lamppost (Even though he was still clearly seen) and noticed that the 3 plumber badges it was tracking was close by, 2 of them were heading east while one of them drove off towards the north. Deciding to follow the closest one's in the area, it phased out of the police car and started slithering it way towards the vacant pier in search of the two plumber badges it was tracking.

 **Phew, finally done! I cant wait to write the next scene, I am so psyched! But I am going to write the next scene a little more differently since Ben and Julie never really explored the pier that much, so I'm going to let Ben and Vanessa have their date first, before getting into the drama.**

 **Anyway as always, I will talk to you all later.**


	17. Episode 5, part 3

**And new chapter! Sorry it took so long, but I was busy with exams and I didn't have time to study and make a new chapter. It took me like 5 days to make this chapter that's how busy I was, I blame my teachers...anyway I don't own anything from Ben 10, only my OC's.**

 **NOW LETS GET ON WITH THE STORY!.**

The story starts with Ben and Vanessa walking through the entrance of the pier and just like Ben said, the place was practically a ghost town! The young couple walked a little bit further into the pier, while looking around their surroundings as they saw that the only people that were present on the pier beside them were the staff and they look like they would rather be anywhere else than here.

Besides the place being more empty than a library, Vanessa was still excited for the upcoming date. She still couldn't hardly believe what was happening right now, a few months ago she was living off on the streets on her own trying her very best to survive the cold nights and here she was going on a date with a boy of all things! Her life has defiantly gotten better ever since she met Ben and the others and she couldn't express how grateful she is to them, who knows how her life would have turned out if Sherriff Manson hadn't arrested her that day, she owes a lot to that man…even though one of his deputies ran her over like a deer on the side of the road, yeah she was still pissed off about that.

Ben: "Listen, sorry about Kevin."

Vanessa: "Nah, don't worry about that. I know how much of a jerk he can be, besides it was kind of cute to see him trying to embarrass you on our date"

Ben: "Cute?"

Vanessa: "Yeah! You guys act like brothers, it's adorable!"

She gushes as Ben looks at her like she grew a second head.

Vanessa: "Oh, come on, don't act like you didn't thought of it! Imagine how your life will be like if Kevin was your big brother!" She asks as the omnitrix bearer though for a moment, before shuddering as he shook his head in disgust and fear.

Ben: "That's a life that I WILL never want to live in" He said as Vanessa laughs at the face he made, Ben rolled his eyes at her before getting a confused look on his face as he noticed something different about the young zennatrix bearer. "Hey, I just noticed something, you aren't wearing your glasses or your hat!"

Vanessa: "Oh, yeah. Gwen wanted me to look as normal possible for our date, so she told me to take them off. At first I didn't want to remove them, because I didn't want anyone to see my scar...especially you" She said, while saying the last part quietly so that Ben wouldn't hear, but surprisingly he did as he turned around and gives her a serious look.

Ben: "Vanessa I want you to look at me for a second and listen carefully to what I am going to say" He said, while grabbing her shoulders as Vanessa looked up to him in surprise but nodded nonetheless. "I don't care how you look like or what others say about your scar, you will always look beautiful to me, scar or no scar" He said as Vanessa nearly got teary eye at what he said, but managed to stop herself from crying of joy as she threw out her arms and hugged him.

Vanessa: "Thanks, Ben"

Ben: "Your welcome, Vanessa" He said with a small smile as Vanessa lets him go and dried off her tears. "So, what a slow night, this place is normally packed on the weekends!"

Vanessa: "Good" She said, while sniffling as she linked arms with Ben and interlocked her fingers with his. "That means we can have the whole place to ourselves"

She said with a smirk as Ben blushed at the feeling of her hand, but nonetheless nodded to her as she grins and started pulling him over to one of the stands.

{Time Skip}

The story then skipped as we see the young couple laughing at each other as they sat on a bench chair, wiped out from all the fun they had. The young couple were excited for their first date and did not wanted it to go to waste so they literally ran back and forth across the whole pier to try out all of the games, while getting to know each other along the way.

The first thing they did was play Basketball and Vanessa was rather surprised to see Ben make all of the shots in one try, he said that his grandpa taught him a few tricks when he was a kid. When the game was finished they went over to play Ring Toss and Vanessa expertly threw all 5 rings into each bottle's like it was nothing, Ben looks at her astonishingly as she said that after years of practicing on how to use her sword with her uncle, it had enhanced her senses.

After picking out the stuff monkey she wanted Ben decided to try Duck Shooting, normally this game will be pretty easy to anyone considering the ducks were so big that if you just shoot at the center you take out 5 ducks. But sadly unlike her mother Vanessa was never really good with a gun, she was more of a sword/hand-to-hand combat kind of girl but luckily Ben came to the rescue and help her with her aim...plus having Ben that close to her was a huge bonus.

Vanessa giggled as Ben handed her a huge stuffed panda and headed off to the next game, she was about to follow him when suddenly she felt a whoosh coming from behind her. Vanessa raises her eyebrows suspiciously as she turns around but saw that nothing was there, Vanessa bit her lip thoughtfully before shrugging as she ran back over to Ben, trying to ignore the weird feeling she had been having ever since they entered the pier.

Later on they tried out all sorts of games, including Ring the Bell, which cause Vanessa to nearly doubling over in laughter at seeing Ben trying to be "manly" as he barely even lifted the mallet. After that they played Balloon and Darts, which once again Vanessa excelled at thanks to her enhanced aim. They also played shooting gun, which cause Ben to help her again but she didn't mind one bit, then they played Whack-a-Mole which was apparently Vanessa's favorite game because it reminds her of those old cartoons she used to watch when she was a little kid. And finally after a whole day of laughs and games, they decided to take a rest on a nearby bench and started asking to each other about their life's before they found their alien devices.

Ben: "No way, you were a cheerleader!" He asked, beyond surprise to hear that a tomboy like herself were ever consider a cheerleader.

Vanessa: "Yeah, you can thank my mom for that. She thought it will be a great idea for me to join a team and make some friends, but it didn't really work out"

Ben: "Why?"

Vanessa: "Lets just say that it involved me getting revenge on a couple of bitchy cheerleaders, a donkey and an angry principal" She said with a smug look as Ben snorted at her and laid his back on the bench.

Ben: "Where did you even get a donkey?"

Vanessa: "My cousin knows a guy" She said, while laughing at the memory as she looked over at Ben and tried very hardly not to stare at his perfect face, especially his two big adorable green eyes. "Anyway I wanted to say thanks for asking me out, I had a great time with you tonight" She said, while boldly scooting closer over to Ben as she slowly placed her head on his shoulder and sighed contently.

Ben: "Y-yeah, me too"

He said as his face got instantly at the close contact as he looked down at the beauty before him, resting her tiny head on his shoulders. He couldn't believe how lucky he was to have her with him and even though he only known her for a couple of weeks, those were the greatest weeks of his life and he couldn't be any happier because nothing can ruined this beautiful moment...and just like that the cute scene was ruined thanks to the omnitrix suddenly letting out an annoying beeping.

Vanessa: "Um, dude what's wrong with your watch" She said while sitting upright as she covered her ears, trying in vain to block off the annoying sound.

Ben: "Oh, ah nothing! T-that its just an alarm to remind me to give...cotton candy! You like cotton candy, good! Stay here, I will be right back!" He screamed as he got up from his chair and ran off.

Vanessa: "Hmmm, I didn't knew that our devices had an alarm?" She said as we cue back to Ben and we see him ducking behind a carnival stand as he raises his arm and glares at the still beeping watch.

Ben: "Typical, for once everything is going great than this freaks out on me"

He said as he started doing numerous ways to stop the omnitrix from beeping, but surprise-surprise it didn't work as Ben cursed under his breath and hoped that this stupid watch won't ruin his real first date. While Ben was too preoccupied with the omnitrix, he was too busy to notice a small blob making its way towards him as it looks on ahead and saw a couple of people hitting each other with Bumper Cars.

The small creature "grins" as it started slithering its way to the bumper cars, ignoring all the people that were screaming in fright at seeing him as he started oozing its way to the nearest bumper car to merge with. Meanwhile with Ben we see him slamming the omnitrix against the wall a few times in frustration, trying effortlessly to stop the insufferable beeping from ruining his date and to his surprise it actually works? Ben smirked in satisfaction as he stood up from the wooden floor and sighs in relief.

Ben: "That's more like it, now to get back to Vanessa before-" He said before stopping in mid-sentence as the sound of screaming people was heard as he looked ahead and saw a lone bumper car jumping over the screaming crowd as it landed directly in front of him and roars at him. "...that happens"

He said with a deadpanned voice as he turned around and started running away from the living carnival ride, the possessed bumper car growls and chases after him. Ben cursed under his breath as he tried to elude the living bumper car by jumping over a row of trashcans, but it only ran through them and continued chasing him without slowing down.

Ben couldn't count how lucky he was that the place was abandon or else there would have been a lot of casualties since the living bumper car apparently didn't knew how to drive itself since it keeps ramming into everything, Ben would have felt sorry for the large machine if it wasn't currently trying to kill him.

Ben: "Damm, I cant keep running forever and there is no way in hell that thing is going to stop anytime soon, I need a distraction"

He thought to himself as he looked up and was surprised to see a carnival employee taking a short nap on a cart filled with cotton candy. Ben grinned at his luck as he jumped over the cart, while yelling "Sorry!" to the startled man as the living bumper car crashed against the cart and nearly fell over, but it managed to bounce back up as it shook his head and tried to look around for its target, but strangely enough it couldn't find him.

The blob covered bumper car growled in confusion as it drove up a little bit to search for him, not knowing that Ben was dangling off a large pole desperately trying to calm down his beating heart as he looked down and saw that it was still looking for him.

Ben: "What is this, when carnival rides attack?!"

He whispered-screamed, while trying to remain as quietly as possible but it was all in vain as the animated carnival ride used its antenna to send out a weird signal. Ben was confused by it until the omnitrix started beeping again, the young shape-shifter cursed under his breath as the living bumper car heard the beeping and saw him as it revs up and rams the pole.

Ben screamed as he lost his lost his grip on the pole and started falling to his death, but thankfully he was saved by the bumper car as it drove towards him and caught him just in time. Ben groaned from the rough landing as he tried to sat up, but didn't have anytime to react as the possessed bumper car suddenly roars and drove off. Ben carefully placed his hand on the side of the ride and slowly sat up from his chair as he looked ahead and saw that the living bumper car was now making its way out of the pier.

Ben: "Okay, I am so over this" He said as he jumped out of the bumper car and landed on the ground, the living bumper car quickly made a U-turn and glares at Ben as he took off his jacket and started waving it around to irritate it. "Hey! Bompo, bompo, andale!"

He screamed, while imitating a matador as the animated bumper car huffed and charged at him like a wild bull. Ben smirked as the living bumper drove towards at alarming speeds and was about to ran him over, when suddenly he pulled back his jacket and the next thing it knew, the possessed bumper car crashed against a fire hydrant and flew off into the air, before landing on the ground as it broke apart like an egg dropped from the ceiling.

Ben: "I hope there is a simple explanation, but I kind of doubt it"

He said, while putting on his jacket as he walked off to find Vanessa, not knowing that the blob creature survived the crash and started slithering off to find its next target. Vanessa sighed as she rested her body against the bench and waited patiently for Ben to arrive.

Normally most girls will be annoyed to wait for their dates this long, but Vanessa was more worried than annoyed right now, he was gone for at least 30 minutes by now and he hasn't showed up. Vanessa hummed nervously as she considered to search for him, but luckily she didn't have to as she instantly perked up at the sight of an exhausted Ben running up to her with two cotton candy's in his hand.

Vanessa: "Hey, there you are. Where were you? You were gone for like a half and hour"

Ben: "Sorry, you wouldn't believe the line!"

Vanessa: "...Ben, were like literally the only ones here" She said with a dry voice, causing Ben to chuckle nervously as he mentally kicked himself for his lame excuse.

Ben: "Uh...except at the concession stand where they doing huge business!" He said as Vanessa narrowed her eyes at him suspiciously, before sighing as she figured that if it were something serious he will tell her.

Vanessa: "Okay, that was the most ridiculous excuse I have ever heard in my life, but I'm going to let it slide since you brought the cotton candy like you said you would" She said, while taking one of the cotton candy's from his hands as Ben sighed in relief and took a bite from his cotton candy as he silently wondered how that carnival ride came to life and why has it been messing with his watch? So many questions roam around his head and he was determined to find out what was going...after his date with Vanessa of course.

 **And finished! I was so happy to write this chapter (Especially writing about Ben and Vanessa's date, since Ben and Julie barely had anytime to enjoy themselves on theirs) and I even managed to give you all few details about Vanessa past! Anyway again I wanted to say sorry for the late update, but you know how school is.**

 **Anyway as always, I will talk to you all later.**


	18. Episode 5, Part 4

**And new chapter! Hey guys, after talking with an another author I decided to change my writing once again! If you like it or not let me know and if you have anymore suggestions to improve my stories, I am all ears!...Anyway I don't own anything, except my OC'S**

 **NOW LETS GETB ON WITH THE STORY!**

The story starts with the young couple walking down the pier as Ben was in the middle of telling Vanessa one of his famous alien battles when he was a little kid, he was talking about a hypnotist and a mall but Vanessa wasn't really listening.

Not because she was bored mind you, she always love it when Ben tells her about his adventures but she had notice that Ben seems to be acting rather odd lately. Usually he will tell his stories with great emotion and excitement, but he doesn't seem that much into it and he is always looking over his shoulder, acting like if something was going to attack them any minute.

Vanessa sighed as Ben walked ahead of her and she was about to call out on his weird behavior, when suddenly she stops in her tracks as her enhanced hearing picked up a familiar whoosh sound coming from behind her, suspiciously she turned around and saw a small figure running behind a carnival stand.

"Hey, Vanessa! You coming?" Ben asked as he noticed that his date had stopped walking.

"I-uh, think I left my phone back at the bench. I'll catch up to you later!" She says as Ben raised his eyebrow at her, but nodded nonetheless as he waved her off.

"Okay, good luck finding your phone!"

He said, while running off as Vanessa waved at him good bye before getting a serious look on her face as she walks over to where the figure was last seen and stealthily made her way over to the carnival stand, while ignoring the weird look the carny was giving her.

Vanessa narrowed her eyes as she bends down and started crawling over to where the figure was hiding, the young heroine could see the faint outline of the figure but there wasn't enough light to see its face. Vanessa pulled back and rested her back against the small stand as she breathes deeply, before getting a determined look on her face as she turned around and was about to ambush the small figure, when suddenly she was face to face with a grinning Zeda.

"Hello, master!~" She said as Vanessa yelped in surprise, before glaring at the laughing hologram as she puts her hand on her chest and frantically tries to calm down her beating heart.

"Goddammit, Zeda! You almost gave me a heart attack!" She screamed as Zeda finally stops laughing and wipes away a tear.

"Hehehe sorry master, I couldn't help it. Anyway, how is your date going?"

"Well, besides you scaring the fuck out of me, it's going pretty well actually." She said, while not taking her eyes off the place where the small figure was hiding, just in case it tried to sneak attack them.

"That is such a great thing to hear, master. I'm so happy for you!"

"Thanks, anyway I wanted to say thanks for not interrupting our date. I am actually rather surprised that you kept your promise and kept quiet during the entire evening."

"Oh, trust me, master. When I make promises… **I keep it** " She said with a rather dark tone, while staring at her with blank eyes. "…So, what are you doing behind this carnival stand?"

"Oh, well I know is rather silly but ever since we got here I have been feeling this weird vibe, I don't know how to explain it but I think that someone was stalking us"

She says, while standing up as she moved passed Zeda and stood in a crouch position, remaining vigilant in case the small figure tries to escape.

"At first I shrugged it off thinking that it was my imagination, but when me and Ben were walking down the pier, I heard someone running behind us and when I turned around to look for the source of the noise, I saw him or her running over here. I don't know what's going or why this person is stalking us, but he/she is going to regret it."

"Yeah, especially if you ground her"

"Huh? What are you talking about?"

"Oh, you didn't knew?"

"Knew, what?"

"That Sabrina had been following you guys for like the entire night"

"WHAT?!"

She screamed in anger/surprise as she stood up and ran behind the carnival stand. Zeda followed her, while floating off the ground as she used her powers to light up the area and once the darkness had disappeared, they saw Sabrina sitting on a corner as she looked up to her fuming sister and waved at her weakly.

"Hello…"

"What the hel-heck?! Sabrina what on earth are you doing here!?"

"Uh…would you believe that I came here for the cotton candy?" She says while chuckling nervously, but Vanessa was not amuse as she tapped her foot on the ground and gave her a look. "Okay, okay, so I may have sneaked out of Kevin's car and followed you guys throughout your entire date"

"I cant believe you would do something like this! And _you!_ " She said, while pointing her finger angrily at the shocked hologram. "How could you not tell me that Sabrina was following us!?"

"Oh…uh…well I did promised you that I wont say anything during the entire date and you were having such a great time that I didn't want to bother you"

"Oh, Zeda I am happy that you kept your promise, but you have to tell me this things!" She screamed, before calming down as she turned over to her sister, who was trying so hard not to look at her sister's stern gaze. "How did you even sneaked out of Kevin's car without him and Gwen noticing?"

Oh, I have my ways" She said with a grin as we cue back over to Kevin's car, where we see Kevin driving on a freeway, while Gwen sat beside him reading a book.

"Hey, Kevin can you check to see if Sabrina is fine" Gwen asked as Kevin looked at the rear-view mirror and saw a large potato sack with a badly drawn smiley face resting upon the back seat of his car, while wearing a blonde wig and Sabrina's clothes.

"She's fine, she is just taking a nap"

He said as we cue back over to Sabrina, who was feeling really rather proud about how easy it was for her to trick a couple of teenagers, but then she deflated a little bit at the sight of her sister's angry gaze.

"I'm sorry, I didn't mean to make you worry. I just wanted to see how your date turns out, I'm sorry for making you mad"

She said in a somber tone as she bowed her head down and tried vigorously on not to cry. Vanesa saw this and gave her little sister a sympathetic look as she bends down at and gently wipes away her tears.

"Look, Sabrina I'm touched that you care so much about me that you wanted to see how my first date went, but what you did was really dangerous" She said with a motherly tone as she picked her up and walked over to a nearby bench. Vanessa huffed a little bit as she sat down on the bench with Sabrina sitting at her lap, while Zeda followed them quietly.

"I know, please don't be angry at me"

"Ah, I can never be mad at you, your too cute to be angry at" She said while tickling Sabrina's stomach, causing the 9 year old to giggle madly as Zeda floated above them, smiling warmly at the cute scene. "I love you so much Sabrina and I hate the thought of losing you again, so can you please promise me that you will never pull this stunt again"

"Don't worry sis, I promise that will never do it again" She said, while hugging her sister as Vanessa laughed softly and ruffled her hair. "…So does that mean I'm not grounded?"

"Oh, no you are defiantly grounded"

"Aw, man!" She whined, while letting go of her sister as she pouted at her. Vanessa laughed at the face she made, before kissing her forehead as she stood up and placed Sabrina down at the bench.

"Come on, I will buy you cotton candy to cheer and then we will go over to Ben, so he can call Kevin to pick you up"

"Okay!"

She says, instantly perking up at the mention of cotton candy as she started bouncing up and down on her seat in excitement bounced out of her seat. Vanessa laughed at her sisters eagerness as she grabbed her hand and started making her way to the nearest cotton candy stand, while Zeda followed them close behind and disappeared back into The Zennatrix to avoid any prying eyes.

While the girls were busy getting their cotton candy, they were unaware of a small blob-like creature slithering behind them as it turned its head and saw an old carousel standing a few feet away from him, the dog-like alien grinned at his luck as it's tail wagged in excitement and started slithering its way to the carousel.

"One cotton candy please" Vanessa asked politely to the old man standing behind the cotton candy stand.

"That will be $4.99-aaahhhh!"

He said, before screaming in fear as the girls turned around and saw a small blob creature climbing up the carousel as it search for the nearest horse it can find to fuse with, sadly for him all it could find was a unicorn but that would have to do.

The girls stared at the scene flabbergasted as they saw the small blob oozing on the entire front half of the wooden unicorn, before covering its entire body as the wooden unicorn suddenly shook his head and let out a "Neigh!", before jumping out of the carousel as it accidently broke the pole connecting it to the machine and was now hanging off his body (I know that Ship can only fuse with machines and not things made out of wood, but its really hard to find an another machine for him to fuse with so, please bear with me).

"Okay, what the heck is that?"Sabrina asked as the possessed unicorn notices them and lets out another neigh as it lowers its head and charges at them.

"MOVE!"

Vanessa screamed as she selflessly pushed her little sister out of the way just as the possessed unicorn got over to her and ram her through the cotton candy stand. Sabrina could only stare in shock as she saw her big sister being run over by the possessed carnival ride and she was about to scream her head off, when suddenly a flash of purple appeared and before Sabrina could comprehend what happened, the possessed unicorn suddenly lets out a frightful neigh as a purple blur dashed towards it and punches it face at the speed of Mach 1.

Sabrina could only stare in amazement as she saw the large carnival fall on the ground and nearly broke the wooden deck below, she was even more amazed when the purple blur ran in front of her and held out her hands. Sabrina then let's out a surprised squeal as the purple blur grabbed her by the waist and the next thing she knew, she was standing on the other side of the pier.

Sabrina was majorly confused by the whole ordeal as she looked up and saw a large purple dinosaur looking down at her as blue electricity traveled across her body, Sabrina was scared at first but then she calmed down a little bit at the sight of the Zennatrix symbol planted on its chest.

"Vanessa...its that you?"

"Yeah, don't worry its me." She said, while winking at her as Sabrina looked up to her in awe at her current alien form and then smiles broadly.

"Wow, you look like a dinosaur!" She says as Vanessa chuckled and placed her hands on her hips.

"Yeah, I know. Now sit tight and let Hyper-bolt handle this"

She said with a smirk as she patted her head and speeded off, leaving behind a dust trail as Sabrina looks towards the direction where the alien speedster ran off and secretly wishes her sister good luck in her fight. The possessed unicorn was confused by the current events as it wandered where they did they ran off to, but it didn't need to wait long as Hyper-bolt appeared in front of him and grins at it.

"Hello!~" She said as the animated carnival ride glares at her and lets out an angry neigh. "So, I don't think we been properly introduced. Hi, my name is Hyper-bolt and you are?" She asked, but the possessed unicorn ignored her as it charges at her with its horn raised high in the air. "Not in the mood for talking, huh? Fine, have it your way!"

She screamed as she speeded off towards the animated machine at super sonic speeds and easily avoided the horn slice as she turned around and roundhouse kicks it aside. However the possessed unicorn recovered quickly as it stood up and its horn started glowing.

Hyper-bolt was at first surprised to see the possessed unicorn shooting green energy bolts, but then she grinned at the sudden danger as she easily ran by the incoming lasers and raises her dinosaur-like hands to slice off the possessed unicorn, but then suddenly she lets out a grunt of pain as she crashed against a green energy shield made by the living carnival ride and fell down on the ground.

"Ow, that hurts!" She said, while rubbing her head in pain as she looks up and saw the possessed unicorn glaring down at her as it horn charged up with green energy. "You know, when I was a little girl I used to be scared of the merry-go-around...and apparently I still am!" She says with a scared tone as the possessed unicorn blasted her at point-blank range and launched her to a nearby wall. Vanesa moaned in pain as she tried to sit up, but the pain was unbearable and she could barely move, the possessed machine noticed this and grinned as it started slowly approaching her. "Zeda if you have any idea on how to take this guy down, I am open to suggestions"

"Hmmm, I may have an idea. If you cant get fight it in close combat, than try some long range attacks"

"What do you mean?"

"I mean, if you run around it at high speeds, you will able to charge up enough energy to fire a lighting blast!"

"Wait a minute, you mean I had the power to launch lighting bolts this entire time and you're telling me this now!?"

"I thought you knew, I mean why else will you call this form Hyper-bolt?"

"Well, that's because...uh...you know what lets just finish this guy off"

She says as she stood up in a crouch position, while groaning in pain a little bit but she ignored it as she took off at surprising speeds and appeared beside the living machine's side as she slowly started running around it at high speeds, the possessed unicorn was confused by her action as it tried to hit her but she was going to fast.

Time seem to be slowing down for Vanessa as she finally generated enough friction to generate enough electricity and with a mighty yell, she launched a medium size lighting bolt towards the animated carnival ride and the world resume back to normal time as the possessed unicorn got hit by the lighting blast and blew up.

Hyper-bolt let out an astonished laugh, hardly believing what she did as she raised her hands and cheered in victory, not knowing that the small blob creature miraculously survived the explosion and was now slithering its way back towards the pier. Vanessa little victory party was then cut-short as she saw her little sister running over to her, while panting from the long run as she looked up to her big sister and smiled proudly.

"You did it, Vanessa! You beat it!"

"Yeah, I did, but I don't think were done"

"What? What are you talking about? You destroyed it, its history!"

"Trust me Sabrina, when your out fighting aliens its _never_ that easy. Whatever that thing was that took over that carnival ride, it was dead set on attacking me and I'm pretty sure its coming back"

"You might be right on that, master" Zeda said, while appearing before them as Vanessa transformed back to normal and tucked her Zennatrix back into her pockets. "When you finished your fight with the possessed carnival ride, I saw the same blob that took over the machine surviving the explosion and its now currently heading straight into the pier"

"Oh, no! There still some people there, we must find Ben and tell him what's going! We need all the help we can get to stop that technological parasite!" She said with the look of determination in her eyes as both Zeda and Sabrina nodded at her firmly and followed her into the pier.

 **And done! I wanted to write more, but then I realize that will be like way too much space for one chapter, so I decided to leave it for the next one. Now remember to leave a review and a favorite to my story and Happy Easter to everyone!**

 **Anyway as always, I will talk to you all later.**


	19. Episode 5, part 5

**And new chapter! Sorry it took so long, but I had exams pilling up so I didn't have enough time to finish early. Anyway I wanted to give out a shout out to Kira Sema who used her precious time and energy to make a picture of my character Vanessa Cunningham with her character Heaven Levin! If you guys want to see it, just go right ahead and click my profile pic. Once again I want to say thank you Kira Sema for making this, you are the best! If you guys want to check out her story, go right ahead because it is amazing!...Anyway I don't own Ben 10, but I do own my OC'S .**

 **NOW LETS GET ON WITH THE STORY!**

The story starts with Ben using his phone to check the time as he stood beside a carnival ride that resembles a U.S. Jet Fighter. Ben sighed as he leaned his back against a pillar and wondered when is Vanessa coming back, it's been roughly 25 minutes since Vanessa left to get her phone and he started to get worried. It doesn't take that long for someone to find their phone, so why is she taking so long?

His mind drifted a little bit as he thought, what if she was attacked by that thing that chased him down earlier on? He wasn't entirely sure that he took down the possessed carnival ride, so what if it left him and went after her? Thankfully he didn't have to worry anymore as he heard someone calling out his name and saw Vanessa running towards him, with Sabrina and Zeda running close to her.

"There you are, I was starting to get worried. Did you found your phone?" He said, before noticing Zeda and Sabrina standing beside Vanessa with distressed looks on their faces. "What the heck? Zeda? Sabrina? What are you guys doing here…And why do your faces look pale?"

"Ben, I know you are confused right now, but right now we are in big trouble!"

Vanessa says as Ben looked at her worriedly and asked her what happened, while she was busy retelling him the events that transpired a few minutes ago, none of them notice the small parasite-like creature from before crawling its way to the "Jet Fighter" as it shakes its tail in preparation and phased into the machine.

"…And then I threw a lightning bolt at it and it blew up into a billion pieces! After the battle was done, Sabrina caught up with us and Zeda said that she saw the blob creature heading over here!" She said it all in one breath as Ben looked at her wide eyed, before getting a thoughtful look on his face as he put his hand on his chin and starred off into space.

"So, that green blob is the cause of all this problems. First it attacked me and now it attacked you, it seems that whatever that thing is, it's targeting us for a reason"

"Yeah and I was thinking that we should evacua-wait a minute, you were also attacked by that thing? When?" She asked suspiciously, causing Ben to mentally kick himself for what he said as he tried to make an excuse, but he couldn't think of any at the moment.

"Well, I-uh…okay, fine, that thing attacked me a while back, when the omnitrix started beeping"

He said as Vanessa starred at him silently, not believing that he will keep this a secret to her as she was about to open her mouth and say something, but he cut her off.

"Now I know that I should have told you about this, but this our first date together and I didn't want to ruin it by talking about alien stuff"

He said softly as Vanessa continued staring at him, not saying anything.

"I knew that if I would have told you about the attack, you would have been worried and called off the date. This is our first time together as a normal couple and I didn't want it to be interrupted by this blob thing. Vanessa I'm really sorry for not telling you about this, I knew that it was a rotten move to do but-"

He said, before stopping mid-sentence as Vanessa walked over to him and kisses his cheek. Ben blushed madly at the sudden kiss and froze in spot, not knowing what to do as his brain went numb for a minute. A few seconds later, Vanessa pulled back and gently places her hand on his chest as she looks up to him and smiled, while having a small blush on her face.

"Ben, you are very sweet and I understand why you didn't tell me, but what about the other people in the pier? There may not a lot of people here, but still there are enough that can get hurt by that blob creature. I know that you wanted to have a normal date with me, trust me I want that too, but we are heroes and we have a responsibility to protect these people from alien threat's, even if it means skipping out on important events" She says as Ben thought deeply about she said and realized that she was right, by not telling her about the alien attack he would have endanger a lot of people

"…Your right, I'm sorry for not telling you about this that was a selfish thing to do, can you forgive me?" He asked as Vanessa smiled up to him and gave him a quick kiss on the cheek.

"It's okay, I forgive you. Besides, just because we have to end a date early, doesn't mean that we can't have more"

"You really want to have a second date with me?"

"Defiantly" She said, while staring at him lovingly as she slowly leaned over to him to kiss him again, but she got interrupted by Zeda, who tapped her head while floating over them.

"Hey, sorry for interrupting the mood, but you might want to look in front of you" She said, while pointing ahead as the young couple looked at the directing where she was pointing at and saw the alien symbiote taking control of the "Jet Fighter" ride as it ripped itself from the stage and glared down at them.

"Holy crap!" Vanessa screamed as the symbiote pulled back his hands…er I mean wings and swung it down at them.

"This way!"

Ben screamed as he grabbed Vanessa's hand and led her to safety, while Zeda grabbed Sabrina and followed them. The green/black blob grinned from the inside of the machine as it tried to chase them, but then it found out that it was still stuck to the stage. While the possessed carnival was busy trying to unstuck itself from the stage, Ben and the girls used the opportunity to run behind a large tent for cover as Vanessa tries to grabs her swords rom her sleeves, but then remembers that she left them back at The RV.

"Great, out of all the times to leave my swords!"

"There's no time to fret, master! We need to come up with a plan, before the alien creature can hurt anyone!"

"Right, so what's the plan Ben?" She asked as Ben looked over his shoulder and saw that the symbiote was now trying to use its jets to try free itself from the stage.

"Okay, that thing is almost close to being free, so we need to act fast. I will try to distract that thing and when I'm doing that, Vanessa I need you and Zeda to evacuate as much as people as you can!"

"You can count on me!" Vanessa said, while giving him a thumps up.

"Don't worry Benjamin, we won't fail!" Zeda said determinedly as Vanessa brought out the Zennatrix and planted it on her chest as Zeda phased into The Zennatrix.

"What about me?" Sabrina asked, wanting to help.

"Sorry, Sabrina, but it's too dangerous for you to be around here. I'm going to have to need you to hide somewhere" Ben said as he activated the omnitrix and started scrolling down the list to find a proper alien to deal with the possessed carnival ride.

"But-"

"Don't worry, let me and your big sister handle this" He said as he finally found the right alien to use and raised his hand. "This looks like a job for Jetray!"

He said as he raised his hands and was about to slam his hand down at the alien watch, but at that moment the symbiote finally released itself from the stage thanks to his rockets and flew off with a boom.

Causing the pier to shake a little bit as Ben and the girls nearly lost their footing as the hologram of Jetray frizzled a little bit, before turning into another alien but Ben didn't notice as he smacked his hand down and a flash of green light occurred. The girls quickly shut their eyes to avoid being blinded by the bright flash as the green glow disappeared and the girls were stunned to see a crab-like alien standing in front of them, instead of Jetray.

"Uh, I'm not Jetray. I'm a seafood platter" He said in a British accent as he observed his new alien form and hummed thoughtfully. "And apparently one possessed of a highly advanced intellect"

"Well, of course! The Cerebrocrustacean's has always been regarded as one of the most intelligent species in most galaxies, but not as smart as Galvan's of course" Zeda said smugly, while referring to her creator as the crab-like alien thought deeply about what she said and nodded in appreciation.

"Thanks for the information, young AI. Now for my designated name, I was thinking of assigning this new life-form a more apropos name de guerre, what say…Brainstorm!" He screamed, while generating electricity from his brain as he turned his head over to the girls and pointed his pincers over at Vanessa. "Now, young Cunningham, can you be a dear and evacuate as much as people as you can, while I distract the animated contraption?"

"You got it!" She said enthusiastically as Brainstorm nodded to her and scurried off. "Okay, Sabrina you know what to do?"

"Yeah, yeah, I know. Good luck on defeating the monster!" She said, while running off as Vanessa waved at her goodbye.

"Okay, now that I know that she is safe, it's time to alien up!"

She screamed as she slammed her hand down on the Zennatrix. Causing a purple glow to appear and once it dismissed, we see Soundwave crouching on the ground as she duplicated herself to four and gave all of her clones a strict look as she places her hands on her hips.

"All right you heard Ben, we have a mission to do! But remember girls we can't let the humans see any of us or else they will freak out, so we will work in the shadows, got it!"

"Yep!"

"Sir, yes, sir!"

"You're the boss"

"Wait, what are we talking about again?" The last clone said, causing the others to give her a blank look as she rubbed her neck and blushed embarrassedly at their stares. "Sorry, I was distracted by that bird over there?" She said, while pointing over to a trashcan, where they saw a stray pelican eating through the trash.

"…Anyway, move out!"

The original said as they all nodded to her and ran off. With Brainstorm we see him walking in front of the flying carnival ride as it starred at him for a few seconds, before sky rocketing down. Ben's eyes widen in surprise as he crosses his arms in an attempt to protect himself, but it didn't work as the possessed carnival harshly flew up and the shockwave from the jets hit the omnitrix bearer at full force and forced him to fall down on the ground.

While Ben was busy trying to get his bearings back, we see the Original Soundwave standing on top of a carnival tent to get a better view of the pier as her clones were scattered around the pier in pairs of two. Vanesa looked around and saw a 60 year old man trying to get his foot unstuck from the floorboards as he screamed for his nephew, a 13 year old boy with curly hair, to help him but he was too busy listening to music to notice what was going.

"Clone 3, Clone 4, there is an old man stuck in between the floorboards near your area!"

She screamed, while speaking through her Zennatrix as the clones nodded to her and ran off to help the old man. The old man struggled to free his leg as he was about to call out for help, when suddenly he saw two white aliens appear out of nowhere as one of them lifted him up by his shoulders, while the other one walked in front of him as she clenched her fists and punched through the floorboards, causing the floorboards to crack as the old man lifted his feet and starred down at the white aliens with frightful eyes.

"You're welcome!"

They screamed in unison as they playfully saluted at him and ran off to find other people to help. The old man starred at their retreating forms dumbfounded as he looked over at his nephew and wondered if he saw the same exact thing he saw, but much to his annoyance he was still engrossed with his music. Back with Ben we see him groaning in pain as he stood up from the ground and glared up to the flying carnival ride as his brain crackled with electricity.

"Now, I am most decidedly miffed!" He said as he opened up his cranium and launched multiple lighting bolts at his adversary, but sadly for him the symbiote was way faster than he thought as it dodge all of the lighting blasts with ease and smirked down at him. "What the deuce?!"

He screamed as the possessed carnival ride pulled back and fired green laser blasts at him, Brainstorm thought quickly as he closed his eyes and summoned an electrical shield to protect himself from the incoming projectiles. Back over at Vanessa we see her looking over at the west side of the pier, where she saw a young couple trying to make their way through the pier, but their path towards the exit was blocked off by two giant poles that fell over when the pier suffered a minor earthquake.

"Clone 1, Clone 2, clear a path by the exit!"

She commanded as her clones nodded to her and ran over to the exit. The clones hid themselves behind a few trashcans as they focused their sights on the crashed poles and let out dual sonic scream's that instantly destroyed the poles and cleared the path. The young couple were confused by this, but quickly shook it off as they grabbed each others hands and ran off.

The clones cheered and high-fived each other as they ran off to help more people while hiding in the shadows like ninjas. Back with Ben, we see him straining himself to maintain his shield as the symbiote continued firing at him like there was no tomorrow, the crab-like alien groaned as his shield disappeared and the symbiote was about to blast at him again, when suddenly its scanner picked up a small human hiding behind a dumpster a few feet away from it.

The symbiote's curiosity was peeked as it left Brainstorm and floated down at the ground where the small human was hiding as it blasted the dumpster away and closed in on the small human, who turned out to be Sabrina as she screamed in shock at the sight of the giant carnival ride and raised her arms in fear as she waited for her incoming doom…but it never came?

Slowly opening her eyes, Sabrina was surprised to see the symbiote starring down at her like a confused puppy, the young girl was confused by this but then was relieved to see Brainstorm using his electrical powers to bring her over to him as he walked in front of her and held out his hands protectively.

"Don't worry, young Sabrina, I will protect you from this mechanical menace!" He screamed as we cue back over to the Original Soundwave, who heard Ben's shout and saw the possessed carnival ride closing in on them.

"Girls, Sabrina is in trouble! Regroup at the center of the pier!"

She screamed, while jumping out of the tent as the rest of the clones heard her command and instantly made their way to the center of the pier. Sabrina closed her eyes and screams in fear as the symbiote close in on them, but Ben had it covered as he focused all of his energy into one giant blast and fired it at the flying carnival ride.

Luckily his aim was spot on as it hit the symbiote dead on and caused it to crash against another carnival ride as it skidded across the boardwalk, before falling into the ocean. Brainstorm and Sabrina slowly made their way over to the ledge of the pier as they looked down and saw the symbiote glaring up at them, before submerging into the sea.

"And good riddance, might I say" Brainstorm said smugly, before transforming back to normal as he looks over at Sabrina, who seem to be shaken after the whole ordeal. "Hey, you okay?"

"Yeah, I'm okay...thanks for protecting me"

"Happy to help" He said with a grin, causing Sabrina to smile shyly at him as she was about to say something, when suddenly the whole pier shook and much to their horror, the symbiote miraculously survive the crash and had now taken control of the giant ride that it crashed against to (Sorry, I really don't know what that ride is called).

"Seriously!? It's still alive!?" Ben screamed as the symbiote pulled back its arms and swung at them, Ben quickly doge in time but Sabrina wasn't so lucky as the machine grabbed her and lifted her into the air.

"AAAAH! BEN, HELP ME!"

"SABRINA! DONT WORRY, I WILL GET YOU DOWN!" He screamed as he tries to activate his omnitrix, but the symbiote wouldn't have it as it swung its arm down and started striking down the pier repeatedly. The pier instantly broke down from its strikes as Ben nearly fell off the boardwalk, but was lucky enough to grab a wooden plank before he fell into the ocean.

"BEN, SAVE ME! BEN! BEEEEEEEENNNNN!" She screamed as the symbiote made his getaway with Sabrina in its grasp.

"SABRINA, NOOOOO!"

He screamed in horror as the only thing he could do was watch as Sabrina was being forcefully dragged off by the symbiote and disappeared into the city, located on the other side of the shore.

"I cant believe this happening! All I wanted was to have a normal date with a cute girl and now I have to watch as my girlfriend's sister being kidnapped by a machine controlling parasite, can this day get any worse!" He screamed in exasperation and in that moment, the wooden plank he was hanging from started creaking. "...Man this is just not my night"

He said as the wooden plank couldn't support his weight anymore and instantly snapped off, causing Ben to scream as he was about to fall into the ocean, when suddenly Soundwave came running in and grabbed his hand just before he fall off into the sea. Vanessa struggled to lift him as her clones instantly went to help her and with their combined strength, they managed to pull Ben back to the boardwalk, Soundwave panted heavily as her clones phased into her and she transformed back to normal.

"Oh, man that was close, I could have been a goner" He said, before turning over to Vanessa, who was laying on the ground trying to catch her breath. "Thank you Vanessa, you just saved my life"

"Don't mention it, so did you manage to defeat the green blob?" She asked, causing Ben to bend his head down in shame as he looked down at her and gave her a sad frown.

"I'm sorry, Vanesa. I tried everything I could, but it got away...with Sabrina in its grasps"

"WHAT!?" She screamed, while standing up from the ground as all tiredness from before instantly faded at thought of her sisters kidnapping. "Oh my god! Oh my god! Oh my god! Oh my god!"

"Vanessa, Vanessa, Vanessa, look at me!" He screamed as he grabbed her shoulders and forces her to look at him. "I promise you with all my heart, that we will get your sister back!"

"How!? We don't know where it went, it could be anywhere!"

"There is no need to panic, master. We can easily find your sister, by following the trail of destruction the symbiote left behind!" She said, while inside The Zennatrix as Vanessa looked on ahead and saw that the giant carnival had left giant sized craters with every step it took.

"Zeda is right, we can follow the trail that it left into city. There is still a chance to save Sabrina, come on Ben!"

She screamed, while running pass him as she ran over to the ledge of the pier and jumped off, Ben eyes grew wide in shock as he was about to go over to the ledge to see if she survived the fall. But then a purple light occurred and before he can react, the whole pier started shaking again as a giant whirlpool appeared out of nowhere and on top of it was Vanessa in the form of Wave Shredder.

"What are you waiting for? We gotta go!" She screamed as she rode off using the whirlpool as a surfboard, leaving behind a dumbstruck Ben as he starred at her for a few seconds, before shaking his head as he activated the omnitrix and transformed into Jetray.

"Jetray!" He screamed as he jumped up in the air and flew off with a sonic boom as he easily catch up to Vanessa and flew beside her. "None of these make sense, why are we being attacked by carnival rides? And why did it grabbed, Sabrina?"

"Don't know, don't care. All I know is, that we got to save Sabrina, before it does something to her!"

She screamed as she used her aquatic powers to zoom into the city and Jetray followed her close behind. With Sabrina we see her pleading the giant carnival ride to put her down, but it didn't listen to her as it headed straight into a highway and nearly caused a lot of drivers to crash against it. Back with the couple we see them flying into the city as they followed the giant craters and saw the possessed carnival ride, Vanessa glared at the slow walking carnival ride as she was about to attack the giant robot for kidnapping her sister, but Ben stopped her by flying in front of her and held out his hands.

"What are you doing!? That thing is getting away!"

"Vanessa, wait. I know your very angry and you have every right to be, but listen to me for one second. Sabrina is being held hostage by that thing and if you attack it now, you might accidently hurt her! So, can you please calm down and listen to what I have to say?" He asked gently, causing Vanessa's anger to soften a little bit as she took a few breaths and nodded to him. "Okay, now we can't hit the symbiote because our blasts might hurt Sabrina, right? So, how about if we try a more indirect approach. I'll swoop in and try to trap him, when I am doing that you will fly in and grabbed Sabrina, got it?"

"Yep!"

"Okay, wish me luck!"

He said as he flew pass the symbiote and used his tail two shoot a couple of neuroshocks at two lampposts, causing it to creak a little bit as it slowly tilted downwards and fell on the approaching symbiote legs, The living carnival let out a surprised beep as it bends down and tries to free its leg, but it was too heavy. While the symbiote was distracted, Wave Shredder flew in and tried to grab Sabrina fro her binds, but she wasn't fast enough as the symbiote manage to get his feet unstuck and struck her, before she can get to Sabrina.

Ben stared in shock as he saw Vanessa fall towards the ground and instantly flew in after her, the symbiote took this chance to continue its journey as it headed towards the forest and was delighted to see that it was close to its destination. Ben gritted his teeth in concentration as he flew over to the falling Vanessa and grabbed her by the waist as he turned around and used his body to cushion their fall as they skidded across the ground and landed on the forest.

"Ow, everything hurts, thanks for breaking my fall" She said to Ben, who seem to be more in pain than her but he was trying to ignore it for her sake as he looks down at her and gave her a thumbs up.

"Your welcome" He said with a strained smile as Vanessa smiled back as she was about to say something, when suddenly a very familiar sound was heard throughout the freeway.

"LET ME GO! LET ME GO, YOU BIG BULLY!"

Sabrina screamed from deep in the forest as Vanessa looked over at Ben and they both nodded as she helped Ben sat up and instantly they took off to the skies. With Sabrina, we see her screaming and thrashing loudly as she struggled to get free from the symbiote's grip, all fear from before instantly went away at the sight of him hurting her big sister.

"LET ME GO! I SAID LET ME GO! YOU ARE JUST A BIG BULLY, JUST LIKE MY DADDY! HE ALWAYS PICKED ON MY SISTER, AFTER MOMMY WAS GONE! I ALWAYS WATCH HIM BEAT UP MY SISTER AND I DID NOTHING, BECAUSE SHE TOLD ME NOT TO INTERVENE! WELL, I AM DONE SITTING AT THE SIDELINES AND I AM DONE BEING AFRAID OF YOU! SO. PUT. ME...Down?" She screamed, before calming down as the symbiote suddenly stopped walking and gently places her at the ground, Sabrina was once again confused by the machine's actions as he bends down to her and started waging his tail excitedly. "What the?"

"GOTCHA!" Two screams were heard, causing Sabrina to look up into the air as she saw her sister and Ben floating on top of the symbiote with their eyes glowing with green/purple energy. "WHAT HAVE YOU DONE WITH, SABRINA?!

"Guys, wait! I'm over here, I'm fine!" She screamed, while waving her hands around as the young couple heard her screams and looked down.

"Sabrina, your okay!" Vanessa screamed as she flew down and transforms back to normal as she runs over to her and hugs her tightly.

"Yeah, I'm fine. But, are you okay? That was a rather nasty hit"

"Don't worry, I took worst hits and besides Ben saved me before I hit the ground!" She said as Ben floated down towards them and reverts back to his normal form.

"Sabrina, I am so glad your okay. I'm sorry that I couldn't save you in time"

"Its okay, I know you did everything you could" She said, before backing up in shock as the possessed carnival ride lean's over them and started glowing.

" **SHIP! SHIP! SHIP! SHIP!** "

"Excuse me, we were talking here"

"No, Ben, I think its trying to tell you something" Sabrina said as the symbiote nodded and pointed over at the left, Ben and the girls looked over at where it was pointing at and saw a nearly destroyed alien ship resting upon on a large crater.

 **"SHIP! SHIP! SHIP!"**

"Ship...? You brought us out here to find that spaceship, right?" Ben asked as the symbiote nodded and phased out of the machine.

"I cant believe it, all of this trouble just because he wants us to find its wrecked spaceship" Vanessa said as she puts her hand on her forehead in disbelief.

"Actually this is all starting to make sense" Zeda said, while appearing out of the Zennatrix as they all started making their way towards the spaceship, just as the omnirtix started beeping again. "This might also explain why the omnitrix is beeping, its not because it was broken, but because this thing was tracking you with the omnitrix! I don't know why the Zennatrix wasn't beeping, like my brother but somehow it was still able to track me, amazing!" She said as the others made it over to the crater and saw a Galvanic Mechamorph resting upon the wrecked ship as it was trapped by a ceiling beam and it appears to be in pain.

"...Wait, I seen that thing before"

"You did?" Vanessa asked, while starring at the alien that seems to be trapped on the ship by a red force-field.

"Kind of, I used to able to turn into one of those. I called myself Upgrade"

"Hmmm, now that you mention it. This alien does seem familiar to my data banks, since I been recently activated by my master, I don't know all of my functions quite yet. But I do know that his species are called Galvanic Mechamorphs, they were created from my father many years ago and they had a unique ability to control and manipulate technology"

She said, before getting the look of realization on her face as she looked down to the green/black blob, who shape-shifted back into his dog form and was currently rubbing its face on Sabrina's leg.

"I knew this symbiote looks familiar, he is also a Galvanic Mechamorph! I didn't recognize it before, because I have never seen one acting like a dog before, but this does explains its ability to control machines!" She said as Sabrina picked the small blob from the floor and started giggling as it licked her face with his tongue .

"Aww, it is so cute!...You know what? I don't like calling it an "It" anymore, so why don't we refer to it as a "him"...you are a boy, right?" She asked to the green blob, who shrugged at her, not completely knowing the answer himself.

"Please..." A small voice said, causing the kids and the symbiote to look down at the alien, who was reaching his arm to them. "Please help me-aaaaaaaah!" He said, before screaming in pain as the force-field electrocuted him and he fell unconscious.

"He needs our help!" Vanessa said as she reached her hand towards him, but Ben stops before she touched the force-field.

"Get any closer to that energy shield and you will fry like a potato"

He warned her as the symbiote jumped out of Sabrina hands and slithered over to Ben as he rubbed his legs and whines like a wounded dog to get his attention. Ben and the others looked down to the small alien dog as he shape-shifted into a smaller version of the ship and blew up, before reappearing.

"Okay, now I know he wants to tell us something" Zeda says as Ben looked over at the small screen on the alien space ship and noticed that it was blinking really fast.

"...Its a countdown, that thing is going to explode!" He screamed as he brought out the omnitrix and slammed it down, the girls took a couple of steps back as Ben transformed himself into a large alien dinosaur and lets out a mighty roar that could be heard across the forest. "Humungousaur!"

He screamed as he charges towards the alien ship and braces himself as he walked through the force-field, enduring the pain that it was causing to him as he runs pass the knocked out mechamorph and tore off the bomb from the ship. Thus disabling the force-field as he ran into the field and threw the large bomb into space like if it was a baseball.

Knowing the shockwave of the blast was going to hit them at any moment, Ben ran over to the girls and shielded them as the bomb went off and sent out a massive shockwave, luckily thanks to Humungousaur's huge body, the blast only had a minimal effect on them and only destroyed the trees around them.

"You guys okay?" Ben asked as Sabrina and Zeda looked up to him in admiration, while Vanessa kept her head down and her body started trembling.

"Ben, that was so cool!" Sabrina screamed with stars in her eyes as the symbiote jumped in her arms and nodded in agreement.

"I have to say, I am very impressed. Using the Vaxasaurian's natural strength and endurance, you managed to slip pass the ship's force-field and throw the bomb into a safe distance! Its absolutely outstanding, right master?...master?" She asked, but she got no response as she and the others turned to Vanessa, who kept her head down and her whole body started shaking.

"Vanessa, are you hurt?" He asked concernedly, thinking that the shockwave might have hurt her, but what he did not expect was for Vanessa to suddenly looked up to him, with blood running down her nose

"That was so hot!" She screamed with a perverted smile on her face as she puts her hand on her nose to stop the bleeding. The others were taken back at what she said as Ben starred down at her, not knowing what to say as he coughed embarrassedly and looked away.

{Time skip}

The story then skipped as we see Ben lifting up a steal beam to free the trapped alien, while the girls (Including Vanessa who was using a napkin to stop her nose from bleeding) stood back and watched him.

"Okay, there you go" He said to the now conscious alien as he threw away the ceiling beam and helped him stood up.

"Yes, well as I was saying, my name is Baz-El and before I lost consciousness I excluded this symbiote" He said, while pointing at green/black blob that was currently in Sabrina's arms. " The one you call Ship"

"Ship!"

"Thank you and sent it to find the nearest Plumber"

"So, wait that's why it came after us?" Vanessa said, while throwing away the napkin as her nose stopped bleeding.

"Well, of course. Didn't you two receive its distress signal?"

"You mean...the beeping?" Ben asked, still in the form of Humungousaur for some reason.

"...Yes, that beeping. Don't you two know how it works?"

"Not so much, no?"

"I only had mine for like two months and even then I barely even used it"

"... _Really_. Aren't you two plumbers?"

"We thought you were"

"Oh my god, I'm going to spend the rest of my life here. Look is there anyone else, I can talk with?"

"Not really"

"So, that's why Ship was trying to get you guys attention" Sabrina said as both Vanessa and Ben gave her a look, while the latter transformed back to normal.

"Get our attention?! He wrecked the pier, he kidnapped you!"

"And not to mention, he attacked us and endanger a lot of civilians!" Vanessa said as they all turned over to Baz-El, who looks rather sheepish at what its spawn did.

"Well...I needed help"

"That's pretty obvious"

"(Sighs) And you wonder my most aliens only communicate with your life's stock. Now if you'll excuse me, I have to repair my warp drive" He said, while turning his back towards them as Ben turned over to Vanessa and gave her an exhaspereted look.

"Come on now, you and I both know that we got to help him"

"No way"

"Look, I know this guy is an asshole but our mission is to help out anyone in need, even if the person has an attitude" She said as Ben sighs, but reluctantly nodded to her as he walked over to the large alien and cleared his throat.

"Is there anything we can do, to help?" He asked as Baz-El was taken back at what he said, but took up his offer.

{Time skip...again}

The story then skipped again as we see Ben and Vanessa standing on top of the alien space ship as they were both holding a large antenna and carefully planted it in.

"Okay, we did our part. Now we have to wait for Baz-El to do his thing" Vanessa said as Ben looked at her and gave her an apologetic look. "What?"

"Vanessa, I'm sorry about all of this. You probably think that is the worst date ever?" He said as Vanessa starred at him for a couple of seconds, before doubling over in laughter as Ben looked down at her in confusion.

"What's so funny?" He asked as Vanessa stopped laughing and wiped away a tear.

"Ben, this wasn't the worst date ever"

"Really?"

"Of course it wasn't! This was the best date I have ever had!...Well it was the first date I had, but whatever. Anyway, remember Ben, I don't care if were hanging out together or kicking alien ass, all that I care about is that I can spend time with you" She said, while giving him a cute smile as Ben chuckled at her and hugged her.

"Your amazing you know that?"

He said with a smile as Vanessa was about to say something, when suddenly her eyes widen as Ben started leaning over to her and kissed her on the lips, Vanessa was first surprised by this but instantly melted against the kiss as she puts her hands on his shoulders and kissed him back with passion. The camera then pans down as we see Sabrina, Ship and Zeda, smiling proudly to them as they turned over to each other fist-bumped, a few minutes later we see the gang looking up to the now functional alien spaceship as Baz-El rolled down the window and waved at them.

"Right, well done, off I go!"

"Wait, what about this thing? Doesn't he blorp back into your body or something?" He asked, while referring to Ship as Baz-El gave him a look.

"Blorp. That's not how it works, besides you and he had a great bonding experience, he's yours now" He said as he rolled up the window and activated the ship as it slowly floats up in the air and flew off into space.

"Well, now what are we going to do with him?" Vanessa asked as Ship rubbed his head against Sabrina's neck and licked her again.

"Aw, he is so cute~ Vanessa can I please keep him?" Sabrina begged to her big sister, who put her hand on her chin and thought deeply about what she ask.

"Hmmm, I don't know. Owning a pet is a huge responsibility, not to mention an alien one"

"Please! I will feed him, train him, play with him and even clean up his messes!" She said as Zeda looked down to the small mechamorph, who was squirming around in Sabrina's hands.

"Well, I think you have a chance to clean up his "messes", right now" She said as Ship jumped out of Sabrina's hands and slithered behind a tree.

"Uh, any of you have a doggy bag I can use?"

{Time Skip...yet again}

The story then skipped yet again as we cue to midmorning, where we see the teens walking tiredly on the freeway, while Sabrina and Zeda walked/floated ahead of them as they played with Ship to pass the time.

"Ugh, I'm so tired"

"Yeah, sorry I cant fly us home, but after so many quick changes, the omnitrix shut down to recharge"

"Yeah, well I can't blame you, since the Zennatrix shut down as well"

"Sorry about that, master"

"Its okay, Zeda and besides, I think I see a truck up ahead!" She said as the others saw the truck and started signaling it to stop, but the driver ignored them as he smirked arrogantly them off and continued driving. The kids were miffed by this as Ship growled in anger and chased after the large truck.

"Wait, Ship come back! You could get hurt!" Sabrina screamed as Ship jumped on the truck and phased into it. A couple of minutes later Ship came back to them with the truck, minus the driver who he angrily dumped into the ocean for insulting his friends. "...That could work, I guess"

"Did Ship, just high-jacked a truck?" Ben asked as they all mounted on the truck and Ship drove them off.

"Yeah, I think he did. Sabrina after this, your going to have teach Ship on how to behave, but for now lets just enjoy the ride" Vanessa said as they drove off the highway and head straight into the city.

 **And done! It took me like forever to decide if I wanted Vanessa and Ben to have their first kiss or not, I mean Ben and Julie had their first kiss at Ultimate Alien but I didn't wanted Vanessa to wait that long to kiss him. Now I know that I said that I didn't wanted Sabrina to be too much like Julie, but I wanted her to join the team and help out on missions and what better way to help them than by having an alien pet that can literally control any type of technology! But that doesn't mean that she is going to be with them on all missions, just some of them since I want Vanessa to interact more with the team.**

 **Anyway as always, I will talk to you all later.**


	20. Episode 6, Part 1

**And new chapter! Sorry it took so long, but things back home were crazy over the past couple of days and I didn't have time to write this, but everything has been taken care of and I got to made a new chapter!...Anyway I don't own nothing, except my OC's**

 **NOW LETS GET ON WITH THE STORY!**

{Episode 6: What Are Little Girls Made Of}

The story starts with our faithful heroes seizing the day by hanging out by a small cove just a few miles away from Bellwood. It was Ben's idea to take a break from all of the alien business and just be normal teenagers for once…well as normal as they can be anyway. Vanessa [Who was wearing a blue two piece bikini with blue/white goggles and blue shorts] sighed contently as she rested her body on a large rock formation and happily let the sun rays wash over her body.

Vanessa had a small smile on her face as she looks down at the lake and saw her sister Sabrina [Who was wearing a yellow one piece swimsuit] trying to persuade Ship to get into the lake with her, but for some reason he wouldn't budge, Sabrina pouted a little bit as she got out of the lake and tried to grab him, but he easily avoided her grasp and slithered away. Vanessa let out a small laugh at the sight of her sister chasing after Ship as she turned over to her left and saw Zeda [Who was wearing the same swimsuit as hers, except that her bikini was purple and she was wearing a giant sun hat] resting on a lawnchair next to her, trying to get a sun tan…even though she is hologram.

The young heroine shook her head at the AI's cluelessness as she looked behind her and saw Gwen [Who was wearing a white two piece bikini] sitting by the edge of the rock formation as she saw a couple of fish swim pass her, causing her to sigh sadly as she rested her head on her knees. Vanessa raised in eyebrow in worry at her mana powered friend as she was about to ask her what was wrong, but then she got distracted by Kevin [Who was only wearing a black swimsuit] as she saw him absorbing the rock below and looked up to Ben, who was currently in the form of Brainstorm and grinned at him as he stood up.

"Let's settle this, Tennyson!"

"(Laughs) My dear Kevin, your nigh gladiatorial bellicosity has once again outpaced your ratiocinative processes" He said smugly, while standing on the other side of the rock formation as everyone, minus Gwen and Zeda, gave him blank looks for his long and complicated response.

"Those were a lot of big words" Sabrina said, while sitting at the edge of the lake as she gave up trying to get Ship into the lake and was now rubbing his tummy, much to her pets delight.

"…I don't know what you just said, but…CANNONBALL!"

He screamed as he jumped off the rock and landed on the lake, causing a small tsunami to appear as it headed straight for Ben, but it didn't seem to phase him as he opened up his cranium and shot a small lightning bolt at it. Causing steam to appear as Kevin popped out from the water and turned over to Vanessa and Zeda, who were soaked head to toe with water.

"So, how did I do?"

He asked as Vanessa grabbed her beach bag and pulled out a sigh that says "8 ¾", while Zeda materialized a sigh that says "3 ¼".

"Alright, I like those points, but why do I get a 3?"

"That was for getting me wet" Zeda said with an annoyed tone, while drying off her sun sat as Vanessa chuckled at her and patted her back.

"Eh, whatever. At least, I got Ben" He said with a smirk, before getting a shock look on his face as the steam cleared out and he saw Brainstorm smiling smugly at him, with not a single drop of water on him.

"Oh, attempting to short me out, hmmm? Before you cause such an involuntary cognitive discharge, my intense electromagnetic stormers would vaporize you. To wit."

He said with a small grin as he shot a small electric blast at him, causing him to let out a yelp as he was sent flying close to the girls and landed in between them. Kevin body armor dissolved as Vanessa gave Ben a "10 out of 10", while Zeda gave him "9 ½".

"As a coder and at the risk of gilding the lily, I submit…" He said, while crawling over to them as he transform back to normal and smirked down at him. "…That I wasn't even thinking hard" Ben [Who was only wearing green swim trunks] said as Vanessa cheered for him, while Zeda helped Kevin stand up.

"Okay, you got me that time. You live and learn, right Gwen?" He asked, but all he got was silence as Gwen continued starring at the lake and held a small rock on her hands.

"She misses grandpa" Ben said, realizing the reason on why his cousin was acting so strange.

"She was fine in the car"

"It's my fault, I thought bringing her here will cheer her up"

"...This is Grandpa Max's secret fishing rock, he used to come up here all the time, when he wasn't travelling"

"Away on plumber business"

"We didn't know back then, when I was five he brought me here and I caught a teeny tiny fish. He wanted me to release it, but I put up a big fuss, it was my fish you know? Grandpa finally convince me to come back when it was bigger" She said as she threw the small rock on the lake and sat up as she starred down at the lake with a sadden expression on her face. "Guess I never had an easy time letting go" She said with a solemn tone in her voice as everyone stayed quite after that, but then it was broken by a small sniffle. The gang turned to see what had made that sound and was surprise to see Vanessa bawling her eyes out as she ran over to Gwen and hugged her.

"That was the saddest story I ever heard! Gwen, I'm so sorry that you feel this way! But don't worry, you are not going to go through with this alone, because I know how it feel to loose someone that you love!"

"Vanessa…"

"Just know that whenever you need someone to talk to you, I'm your girl! I will help you with everything I can!"

"…Thank you Vanessa" She said with a small tear running down her eye as she hugged her back and closed her eyes. The boys and Zeda smiled at the cute scene as Vanessa and Gwen let go of each other and wiped their tears away, the tender moment was then cut-short by Sabrina, who ran up to them with a panicked look on her face as Ship slithered behind her with an equal panicked look.

"Guys! Guys! Guys, I think we're in trouble!" Me and Ship were just playing on the field when Ship suddenly sensed someone coming out of the forest and this weirdo in a cloak appeared out of nowhere, Look!" She screamed, while pointing down as they saw a mysterious women wearing a dark cloak walking over to a tree as she bends down and pulls out a strange looking flower.

"For a secret place, this gets a lot of traffic"

"Did you ever see a flower like that, Ben?"

"HEY! YOU WITH THE CLOAK!" Kevin screamed, causing the gang to wince from the volume of his voice as the mysterious figured heard him and laughed as she walked behind a tree.

"Don't let her get away!" Vanessa screamed as they chased after the mysterious figure and ran behind the tree, but to their shock, she was nowhere in sight.

"That women just disappeared!"

"Teleporter, maybe?" He asked Ship, who shrugs at him as he slithered over to the tree and started sniffing it.

"Could she be an alien, big sis?" Sabrina asked as Vanessa crosses her arms and hummed thoughtfully.

"I...don't know, she looked human enough but what she did just know was defiantly not human"

"What was she doing?" Gwen asked as Ship slithered over to them and started bouncing.

"Ship! Ship! Ship!"

"Huh? What is it boy? What did you found?" Ben asked as Ship slithered back over to the tree and pointed up, causing Ben to look closely at the tree and saw a heart shape carving on the tree with the words "Max + Verdona" written in the middle.

"Max + Verdona? Who is Verdona?"

"Verdona could probably be that mysterious women we saw a few minutes ago" Zeda says as Gwen bends down and picks up the strange flower that the mysterious women left behind.

"Let's find her and ask, I should be able to track her with this" She said as her eyes glowed pink and focused all of her energy on the small plant...but for some reason it didn't work. Gwen glared at the flower in confusion as she tries to use her powers again, but like last time it failed. "Ugh! I really thought I had that move down" She said as Ben bends down to inspect the tree and saw that it was covered with the same type of plant that Gwen has in her hands, except that some of them looked really old.

"Huh? That's not the first flower, she left here"

"So, what now? We can't just wait for her to come back" He said as Ben looked up to him and grinned as Vanessa looked in between them and smiles ear to ear.

"Ooh, I smell stakeout!"

{Time Skip}

The story then skipped to later at night as we see the gang [Minus Zeda, who was resting inside the Zennatrix to recharge] back in their normal attire as they sat in Kevin's car, patiently waiting for the mysterious women to return…well some of them did anyway.

"This is crazy, she didn't showed yesterday and she is not gonna show tonight" Kevin said, bored out of his mind as Ben sat next to him, while the girls and Ship sat in the back.

"Humor me" Gwen said with a dry tone as Vanessa sat up and put her arms on Kevin shoulders.

"Aw, why do you have to be so negative, Kev?"

"Oh, What? Your going to tell me that you love sitting around here, doing nothing all day"

"Hell yeah! I love stakeouts! Sitting around in a car, staying up really late and eating lots of junk food!" She said, while pulling a bag filled with junk food as Kevin looked over at Ben and gave him a look.

"Tell me again, why are you dating her?" He asked as Vanessa grinned at him and went back to her seat.

"Because the author wanted to"

"Huh? What do you mean?"

"Never mind~"

She said with a knowing grin on her face as she turned over to the readers and winked, Kevin gave her a raised eyebrow but shrugged nonetheless as he rested his head on his hand and continued waiting for the stranger to show up. Silence appeared over them as they focused their sight's on the tree, waiting for the stranger to appear.

After a few seconds of waiting, the silence was then broken by Ben, who thought it will be fun to pass the time by pressing the lock button over and over again. Ben continued pressing the button, until he saw Kevin glaring at him as he let go of the lock button and smiled at him nervously. Silence appeared once again as Kevin went back to watching the field for any sigh of the hooded figure…only for him to get a large anime vein in his head as Ben went back to his "Pressing the button over and over" game.

"Do I look like I'm kidding, Tennyson!"

"You guys" Gwen screamed in annoyance, causing them to shut up as Sabrina squirmed in her chair and turned over to her sister.

"What's wrong?" Vanessa asked, still eating the bag of chips from earlier.

"I have to pee"

"There is a bucket" Kevin said with a grin.

"Really, Kevin" Vanessa said with an unamused tone, while throwing the bag of chips out the window.

"What? I was just making a joke" He said as Gwen shook his head at him, before turning over to Sabrina as she opened the door.

"Don't worry, sweetheart. I think a saw a gas station, a couple miles back"

"If you want, I can drive you guys there" Kevin asked, while watching the girls getting out of the car.

"No, you and Ben need to keep watch. I will go with Vanessa and Sabrina to the gas station"

"Are you sure about that, Gwenny? You don't have to come if you don't want to, I am her big sister it is my responsibility" Vanessa asked, while picking up Sabrina as Gwen walked over to her.

"Nah, it's okay. Besides I need to go to the bathroom too" She said as Vanessa nodded in agreement and was about to walk off, when suddenly Sabrina stopped her by looking down at Ship, who was still in the car.

"Ship?"

"No, Ship. You need to stay here and protect the boys, until we come back" Sabrina said as Ship planted himself on the window and gave his master a worried look.

"Ship..."

"Don't worry, we will be back soon" She said as she and the girls walked off to the gas station, leaving behind the boys as they sat in silence...only for Ben to press the lock button again. Kevin screamed in frustration as he grabbed the 15 teen year old by his jacket and was about to strangle him, when suddenly Ben stopped him.

"Look!" Ben said as Kevin turned over to where he was looking and saw the hooded lady coming out of nowhere as she bends down at the tree and somehow, made the plant glow.

"Hey! How do you know Max Tennyson?" Ben asked as he and the others got out of the car and walked over to her as Kevin pulled back her hood, revealing the mysterious figure to be an older women with short white hair and blue eyes.

"Talk!" He said as the old lady smirked at him and raised her hand.

"What rotten kids, go away" She demanded as her hands glowed pink and the boys to gasp in shock as it resembles Gwen energy blast, but before they can react she shot at them with an energy wave, causing them to fall down at the ground as she levitated of the ground and flew off. Ben groaned in pain as he sat up and slammed his hand on the Omnitrix, causing a green glow to appear as he transformed into Jetray and flew after her.

"Jetray!" He screamed as Kevin sat up from the ground and ran over to his car as he absorbed the metal and was about to go after Ben, when suddenly he noticed Ship bouncing in front of him to get his attention.

"What do you want?"

He asked as Ship bounced excitedly, before bending down as he started changing his form and slowly he turned into a small size version of the Jet Fighter machine that he turned into from last chapter, Kevin whistled impressively as he looked over to inspect Ship and noticed that although the aircraft was small, it was big enough for him to fit.

"Okay this could work" He said as we cue back over to Ben, who was trying his best to catch up to the flying lady as said lady looked behind her and finally notices him chasing after him.

"Ooh a chase, I haven't had a good chase in years"

She said with a smirk as she looked on ahead and boosted up her speed, Jetray notices this and decides to level the playing field as he flew back up and took off at the speed of sound. The old lady hummed in amusement as she saw Ben flying in front of her, trying to catch her but all she did was lazily move to the left and levitated back to shore.

The old lady looked behind her to see if he will follow her, but she didn't need to wait as Jetray suddenly appeared in front of her and shot at her with his tail. The blue eyed women laughed at him as she flew back and avoided the shot, but what she didn't expect was to see Kevin, still armored up, flying over to her on Ship as he charged up the guns and smirked at her.

"Fire!" He screamed as he blasted the ground below her, being careful on not to hit the old lady as the shockwave from the blast manage to make her loose her focus and she fell down on the ground. Kevin jumped out of Ship and ran over to the old lady as he grabbed her by her wrist and hoisted her up. "Answers lady, we are done playing"

"Not until I put away my toys away, sweetie" She said with a grin as multiple pink tentacles shot out of her back and grabbed his arms and legs, Kevin didn't have any time to react as she tossed him over to Ben, who ducked out of the way as Kevin skidded across the ground and crashed against a couple of rocks.

"Ship!" Ship beeped in concern as Jetray flew above the powerful lady and glared down at her.

"Who are you?"

He asked, but the old lady ignored him as her eyes glowed pink, causing Ben to gasp in shock as his lower body was trapped in an energy field as he tried to free himself by using his neuroshocks, but that doesn't seem to help as his lasers made the bubble stronger and it blew up. Causing him to fell down to the sky as he landed next to Kevin and transformed back to normal, the powerless boys groaned in pain as the old lady floated above them and grinned at them with a murderous glint in her eyes.

"This little world will be a lot more tolerable without trouble making imps like you, getting in my way!"

"Oh, Yeah! Show us, what you got!" Kevin said confidently, causing the old lady to grin at him as she was about to blast them, when suddenly Ship jumped in front of them and beeped at her angrily.

"Ship!"

"Oh, what do we have here? A meddling mutt, go away!"

"No, leave him alone!" A young voice scream, causing the levitating women to raise her eyebrow in surprise as she saw Sabrina running pass her and bend over to hug Ship.

"Huh, who are you little one?"

"Leave her alone!" Vanessa screamed, while appearing out of the woods as she brought out one of her swords and threw it at the old lady, causing her to quickly jumped back as the blade flew pass her and cut a couple of her grey hairs.

"Ooh, a swordsmen or should I saw a swordswomen, how cute. I haven't seen one century's, but sadly for attacking me I think I should teach you a few things at respecting your elders!"

"Respect is earn, not given so bring it on old lady!" Vanessa screamed, while taking out her other sword as the old lady grinned and shot at her with a mana blast, but luckily she was protected by a pink energy field.

"Can't I leave you guys alone for two minutes and you two, I said with need to scope out the scene not run in blindly like a couple of bulls!" She said, while scowling at the Cunningham sisters.

"She was about to hurt, Ship!"

"And she was about to hurt, Sabrina!" She said, while grabbing Sabrina's arm as they walked over to Gwen, with the boys following close behind.

"I don't care, if you two are going to join the team you two need to learn to follow orders!" She said sternly with her hands glowing pink as the old lady notices her hands glowing hands and gasp in shock.

"Do that again" She said to Gwen, who glared at her and stood in a fighting stance.

"No, problem!" She screamed as shot a couple a mini mana blasts at her, but she easily deflected all of them with an energy field.

"Incredible!"

"Just how do you think you are, littering my Grandpa's cove with your flowers!"

"Flowers she makes with energy" Kevin said as Gwen eyes flew open in shock as she saw the old lady's hand glow pink, just like she does.

"No way" She says as the old lady walked pass the shock teens and walked over to Gwen with a hopeful look on her face.

"Did you say Max was your grandfather?" She asks as Gwen nodded slowly. "Kiddo!" She screamed in joy as she hugged her.

"Uh, he was my grandpa too" He said, causing the old lady to perk up as she let go of Gwen and turned to him.

"Really? Can you project energy like your sister?"

"Cousin...and no"

"Shame." She said sadly, before smiling again as she turned back to Gwen and held her arms. "Gwendolyn, I'm Verdona. We'll talk again soon" She said as her eyes glowed pink and the next thing they knew, she disappeared in a flash of purple lights.

"...Okay, what the hell just happen?" Vanessa asked, still confused on what happen.

"I think we just met our grandmother"

 **And done! Again sorry it took so long but you know how life is, sometimes good thing happens and sometimes bad things happens. Anyway I cant wait for the scene when Verdona "fights" with the kids, because you finally get to see Vanessa's swordsmanship in action, I noticed that lately Vanessa hardly ever uses her swords and I don't like that! I will make sure that she uses both her sword and her aliens forms in fights, because I LOVE hand-to-hand combat, superpowers and swords!**

 **Anyway as always, I will talk to you all later.**


	21. Episode 6, part 2

**And new update! Wow, this has to be like the first episode that I finished in only two chapters, I don't know if its an improve it or not but I like it! I really loved writing this chapter and you will see why later on...Anyway I don't own nothing from Ben 10, only my OC's.**

 **NOW LETS GET ON WITH THE STORY!**

The story starts with Gwen looking at her house from afar in Kevin's car as she closed her eyes and sighed nervously, after the...interesting encounter with her grandmother, Gwen asked Kevin to drive her back to her home so she can get some answers from her father. Kevin asked her if she wanted them to come with her, but she politely said "No" since it was a private matter and asked them tostay in the car and wait for her to finish her talk with her father.

They all respected her wishes and stayed back at the car as she walked over to her house and opened the door, once the door was closed they all grinned at each other as they all have the same idea and immediately got out of the car. Back with Gwen we see her taking uneasy breathes as she walked into her living room and saw her father Frank Tennyson reading a newspaper, while her mother Natalie Tennyson stood back in the kitchen as she cleaned a few dishes.

"Hey, guys"

"Oh, hello dear. Missed dinner again, I see" Natalie says with a playful smile as Gwen blushed in embarrassment and looked down.

"Uh, yeah, sorry about that" She says as she placed her hands behind her back and turned over to her father. "Anyway Dad, can I talk to you for a minute?" She asked as Frank lowered his newspaper and gave Gwen a small smile

"Sure, pumpkin. What do you need?"

"I think it's best if we talk about this in my room…alone" She said as Natalie gave her daughter a suspicious look, while Frank looked at Gwen in surprised as he tilted his glasses.

"In your room, really? I'll be honored"

He says as Gwen grabbed his hand and dragged him upstairs, Natalie watched them go with careful eyes as she walked over to her living room and started dusting a few vases. With Gwen we see her letting her father go into her room as she closed it behind her and locked it just for in case her mother comes by, Frank looked around the room with a small smile on his face as Gwen nervously walks over to him and looks down.

"It's been a while since I seen your room, when was the last time you let me up here?" He joked, but Gwen didn't respond as she was having an inner battle on whether or not is a good idea to tell him about her powers.

"Dad...I been keeping a big secret from you"

Gwen says as she walked over to her drawer and opened it, Frank starred at her daughter curiously as he looked over her shoulder and saw that her drawer was filled with tons of magical artifacts, spell books, Including her old spell book that she had when she was ten and her old Lucky Girl mask.

"I have magic powers" She says quietly as Frank looked at her daughter for a seconds, before smiling as he crosses his arms and chuckles lightly.

"So, what? You're some kind of wizard in training? Come on, Gwen there is no such thing"

"But there's more, you're ready?" She asked as she lifted her arm and heisted for a little bit, before charging up her mana powers as a large purple tentacle appeared out of her arm and zoomed across her room, before closing the small drawer as Frank fell down on Gwen's bed in shock at what he saw.

"That's a big secret"

"I met grandma Verdona today" She said as Frank looked up to her in surprise, before sighing as he stood up and saw old pictures of Gwen when she was a kid.

"I knew this day might come, but you never showed any sigh of having powers. Your mother and I thought we were in the clear"

"Magic runs in the family? I knew it!" She said excitedly as Frank sighed exhaustedly and straighten out his glasses.

"Honey, there is really no such things as magic. Your grandma is an alien" He said, causing Gwen to stumble back in her steps as she sat on her bed and starred at her father in disbelief and amazement.

"Okay, I am overloading with questions. But first…guys I know you're out there, come on in" Gwen said, causing the gang to wince as they stood outside of her window, eavesdropping on their conversation as they tried their best on not being spotted but ultimately they failed.

"Aww, how did you knew that we were out there? We were being extra sneaky!" Vanessa said, while pouting a little bit as she and the others entered Gwen's room.

"Well, first I knew you guys will be eavesdropping. Second, you guys weren't that quiet and third…it's pretty easy to spot you and Sabrina in the darkness with your blue hair" Gwen said, while laughing at her as Vanessa grabbed her curly hair and moans embarrassedly.

"Ah! Once again my blue hair betrayed me!"

She screamed in a typical anime girl-like manner, before calming down as she noticed Frank starring at her confusedly from across the room. Vanessa instantly straighten herself out as she walked over to Gwen's dad and held out her hand for him to shake.

"Hello, Mr. Tennyson! My name is Vanessa Cunningham, I'm friends with your daughter. Nice to meet ya!" She said with a grin, while holding out her arm but Frank didn't seem to respond to her as he couldn't help but to stare at Vanessa's large and very visible scar. "Uh, are you okay, Mr. Tennyson?"

"Hmmm? Oh, sorry about that. It's very nice to meet you too, Mrs. Cunningham" He said, while shaking her hand as he continued starring at her scar. "Hey I know, we just met and all but I have to ask…how you got that scar." He asked, causing everyone to freeze on their steps as they looked over at Vanessa and saw her looking down at the floor, with an expressionless look on her face.

"…I-I don't feel comfortable talking about that" Vanessa said as Ben walked over to her and grabbed her arm.

"Hi, Uncle Frank. Vanessa here doesn't really like to talk about her past so much, it brings back too many painful memories for her" He said, causing Frank to panic as he looked over at Vanessa and gave her an apologetic look.

"Oh, I'm so sorry! I didn't mean to bring back bad memories!" He said as Vanessa sniffed, before looking up to him as she gave him a sad smile and dried off her tears.

"No, no, it's okay, I get it. Having a scar this big is bound to be noticed, so is not your fault that you asked you were only curious" She said as Frank smiled at her, before turning over to Sabrina as he bends down and ruffles her hair.

"And who is this cutie?"

"My name is Sabrina, I'm Vanessa's little sister and this is Ship!" She said, while picking him up from the ground as he looks over at Frank suspiciously, before licking his face.

"Ship!" He beamed as Frank wiped away the saliva and stood up as he turned over to Kevin, who was desperately trying to hide away from him as Frank starred at him suspiciously.

"Uh, how do you do, sir? Kevin Levin" He introduced himself lamely as Frank raised his eyebrow at him and looked over at Gwen.

"Who is this? Your boyfriend?" He asked as both Gwen and Kevin faces instantly went red as Kevin distanced himself from Gwen, while she waved her arms around madly.

"Absolutely not! I-I mean, no sir!"

"Daddy, no!" They screamed as Vanessa smiles a little, feeling a little bit better from before as she looked over at the blushing teens and squealed loudly.

"Aww, they are so cute when there blushing together! They will be the cutest couple ever!" She gushed as both Kevin and Gwen turned to her with their eyes blazing in anger.

"We will never be a couple!" They screamed at her as she grins at them and pointed a finger at them.

"Oh, you will be. You'll see!" She said with a laugh as Gwen sighs and slaps her cheeks to prevent herself from blushing anymore as she turned back over to her father, who was staring at the scene amusedly.

"So, here is the thing. My grandma, who I never knew, wants something from me but I don't know what"

"Let's ask her"

"How?" Sabrina asked, while tilting her head in confusion as Ships does the same. Frank gave her a smirk as she turned back to his daughter, who was staring at him with confusion as well.

"Your friends aren't the only that sneaks around, eavesdropping on people. Isn't that right, mom?" He asked as a big flash of pink of light occurred and the teens had to cover there eyes as Verdona suddenly teleported in Gwen's room and grinned at them as she stood behind her son.

"You always could tell when I was watching baby, I had hope that meant you had the spark but no such luck"

She says as she raised her glowing hands and snapped her fingers, causing the group to let out surprised gasps as they glowed pink and were suddenly teleported into Gwen's living room. Natalie dropped the vase she was cleaning in shock as she saw her family suddenly appearing in front of her out of nowhere and was about to ask them how they got there, but the answer came quickly as she saw her mother-in-law standing in between the group.

"Verdona, what a surprise" She said through gritted teeth as Verdona's eyes glowed pink and the broken vase that was on the floor levitated off the floor and fixed itself, before being placed gently on the table.

"Whoa" Gwen said astonished at the sight before her.

"Man, your grandma is way cooler than mine" Vanessa said as Sabrina nodded in agreement and let go of Ship as he slithered off to explore the house.

"Yeah, all she does is watch TV and order us to give her a bath" She said as she and Vanessa both shuddered in disgust as Verdona took off her hood and gave Natalie a grin.

"Tea dear and something sweet for the kids" She says as Natalie gave her a look, before going into the kitchen to prepare some tea and cookies for her guests.

{Time Skip}

The story then skipped as we see everyone sitting on Gwen's living room with a teacup and a tray of cookies placed on the coffee table as Verdona poured herself a cup of tea, while Sabrina sneakily tries to grab a cookie from the tray but Vanessa slapped her hand before she could.

"Ow, what was that for?!"

"Sabrina you know you can't have any kind of sweets, you will have a sugar rush"

"I was only going to eat one!" She says as Vanessa narrows her eyes at her. "...All right fine, I'll go and play with Ship In the backyard" She said grumbly as she got up from the couch and went into the backyard to play with her alien pet.

"Been a while, mom" He said, trying to start a conversation as Verdona smiled at him and took a sip from her tea.

"I suppose in human time" She said as she turned over to Gwen, who was staring at her alien grandmother as her head was filled with tons of questions. "Sweetie your grandmother is an Anodite and so are you"

"What's an Anodite?"

"Anodites are a race of free spirits with powers that humans can barely comprehend. Now we don't always mess in the affairs of just plain folks, but I fell deeply in love with Max Tennyson"

"Aww, alien love!" Vanessa squealed, while leaning next to Ben.

"So, why did you ditch him?" Kevin asked rudely, causing Ben to elbow him in the ribs as Verdona gave him a look but press on.

"No, I didn't ditch him. It's just that after the kids were grown and out of the house I needed to reconnect with my anodite heritage and Max was busy saving the universe with the plumbers"

"Dad though you didn't knew about that" Frank says as Verdona smiles fondly and stared at her cup of tea as old memories slipped through her mind.

"Yes, he didn't want me to worry, sweet man. We had many great years, but we grew apart. Even a fellow loaded with as much mana as Max is still a physical being"

"What's mana?" Ben asked as Verdona smirked and lifted her finger just as Ben tried to take another bite from his cookie, but was stopped as Verdona put a tape around his mouth.

"Well, that's one way of shutting him up" Zeda said, while appearing out of the Zennatrix as Vanessa elbowed her and took out one of her swords.

"Who is she?" Natalie asked as Vanessa removed the tape from Ben's mouth with the tip of her sword.

"Her name is Zeda, she is the Zennatrix's AI" Vanessa answered as Gwen's parents gave her a confused look. "I'll explain later" She said, before turning to Zeda. "Hey Zeda, will you mind keeping an eye out for Sabrina and Ship? I don't like leaving them alone for too long"

"Yeah, sure" She said as she flew over by the door and went into the backyard.

"Anyway your grandpa's fate was big news, it even reach my home planet. So, I came back here to remember the good times" She said, before turning to Gwen as she had a big smile on her face. "Who knew there was a budding anodite among you! Gwendolyn, you'll be amazed at what you can do, let me teach you to master life-energy! That's what mana is" She said to Ben as she gave him a cheeky grin.

"Oh"

"I do want to learn, when do we start?" She asks as Verdona grabbed her hands and squeezed them softly.

"On Anodyne. Stop living this hum drum life, come home with me and join the real party" She said with a grin as Gwen let go of her hands and took a few steps back as she stared at her friends wide eyed at the news.

"Leave? This is all so...wow. This is too huge! Mom, Dad, what do I do?"

"I don't know, its an opportunity I never had" Frank said, while standing up as Natalie followed in pursuit and gave her daughter a sad smile.

"We always hoped that you take after my side of the family" She said, while momentarily glaring at Verdona as she glared back at her. "But we want you to be happy"

"We wont stand in your way, Gwen"

"You won't"

"Well, that settles it, come on sweetie!" She said gleefully as Gwen closed her eyes and runs upstairs, while crying silently as she does so. The boys followed her close behind as Vanessa was about to go and follow them, but was stopped by Ben.

"Vanessa, I think is better if you let us handle this" Ben said as Vanessa gave him a confused look, but nodded nonetheless as he smiled at her and pecked her cheek, before running upstairs.

"Oh, I didn't knew that you and Ben were so close" Frank said, causing Vanessa to blush in embarrassment as she pulled back her hair and looked down.

"W-Well, we did started dating a few days ago"

"Oh, so your a couple now?" Natalie asked as Vanessa blushed even more and covered her face with her hat.

"O-Oh, I don't know, w-we only went on one date. I-I mean I do want us to be a couple, b-but I don't think we are on a boyfriend and girlfriend status quite yet" She stuttered as Gwen's parents laughed at her blushing face, while Verdona only hummed thoughtfully.

"Hey, Vanessa was it? Will you come here for a second?" Verdona asked as Vanessa shyly walks over to her, while Gwen's parents went into the kitchen to give the girls some privacy.

"You're not going to give me relationship advice are you?"

"Oh, don't worry dear. I wont"

"Whew, that's a relief" She said as Verdona gingerly grabbed her hand and sat her down at the sofa next to her.

"But I was meaning to ask you a question and answer me honestly, why do you carry a sword?" Verdona asked, while pointing down as Vanessa looked down and saw that she was still holding to her sword.

"Oh, well that's a long story"

"I have time...well, until Gwen makes a decision that is" Verdona says with a chuckle as Vanessa looks down at her sword and saw her reflection on the steel.

"Well, it all started when I was 5 years old and I was watching TV at my uncles house..."

{Flashback}

The story then went back in time as we see a 5 year old Vanessa sitting on the floor of her Uncle Stan's house as she looked up to the TV with awe as she saw a man wearing a white kimono wielding a magical sword as he step forward to oppose against an all powerful black demon.

Sitting on the couch behind her was an 8 year old Mikey as he crossed his arms and rolled his eyes at what his cousin was watching, Mikey whole appearance was completely changed as his blue hair was now a buzz cut, instead of a Mohawk and he was now wearing a black shirt with a white skull and was wearing brown cargo shorts.

" _I don't know really remember what the name of the show was, but I did remember watching one man fighting against an old powerful foe with nothing but a sword in his hand"_ Vanessa narrated as her past self sat up from the floor and started mimicking what she saw.

"Having fun are we?" A loud voice said, causing past Vanessa to stop what she was doing as she saw her uncle entering the living room with a bowl of cereal in his hand. Vanessa's uncle was an extremely tall man with pale skin, brown eyes and short wavy blue hair, he wore a traditional business suit with a blue tie and black shoes.

"Yep!" Vanessa replied cheerfully, while Mikey only groaned in annoyance.

"Not me, Dad she keeps watching this boring show, can I please change it?"

"No!" Vanessa screamed as Stan chuckled and put the bowl of cereal in front of her.

"Now, Vanessa I know you love this show. But you have to let other people watch TV too, that's called sharing" He said with a warm smile as Vanessa pouted, but reluctantly gave Mikey the remote as he grinned at her and changed the channel. "Don't worry sweetheart you can see your program later, but now you need to eat your breakfast"

"But, I'm not hungry!" She protested as a women came out of the kitchen and gave her a stern look. The women was fairly short as she had black eyes, long brown hair that reached to her waist and was wearing a white top with blue jeans and was wearing an apron around her waist.

"Now, now, Vanesa I put in a lot of effort in making sure you're well fed and healthy. You better eat your food or else I will call your parents right now" The women warned, while playing the parent card as Vanessa eyes flew open in panic and bowed her head she started eating her cereal.

"Sorry, Aunt Rose" She said as Rose smirked and went back to the kitchen to prepare everybody else's breakfast. After a while of eating her breakfast, Vanessa almost finished he breakfast as Mikey yawned from the couch and sat up as he went into his room to play with his action figures.

"Say Vanessa, why do you like that show so much anyway" He asked as Vanessa gulps down the rest of her cereal and looks up to her uncle with a disbelief look.

"Are you serious?! Its the best show ever! Its about this guy that fights bad guys with a cool and magical sword!" She said cheerfully as she stood up from the floor and started making kung Fu moves. "I wish I can be like him and beat up bad guys with swords, hi-yah!" She said, while kicking the air but she used to much force and accidently falls on her butt.

"Ha, ha, ha! If you want to learn how to fight and use a sword, I could always teach you!" He said, causing Vanessa eyes to sparkle as she stood up and ran up to him.

"Really, you could do that?!" She asked as Stan laughed at her enthusiasm and ruffles her hair.

"Of course! Your old uncle may look like a businessmen, but that only what you see on the outside, because on the inside I'm really..." He said, before sitting up as he smirked at her and threw a shuriken at the wall. "...A mercenary for the government!" He said proudly as Vanessa looks at the shuriken at the wall and gasps in amazement.

"Wow...what's a mercenary?" She asked innocently as Stand laughs and bends down to her level"

"Well, a mercenary is a person that is paid by an organization to *Coughs* take care of bad guys"

"Whoa, so you beat up bad guys for money? Cool!"

"Yes, but don't tell your Aunt, your cousin or anybody by that matter"

"Why?"

"Well, that's because...you don't want them to worry about me, do you?"

"Oh, okay. But why tell me?"

"Well, that's because I am going to teach you how to use a sword!" He screams as Vanessa gasps and started bouncing in excitement.

"Really!? Thank you, thank you, thank you!" She said, while hugging his waist as he laughs and patted her head.

"Your welcome, young niece. And don't worry by the time I'm finish with you, you will be strong enough to chop off trees with ease!" He said as Vanessa smiles brightly and stared at the shuriken that was still nailed to the wall.

 _"Back then I didn't really knew what my uncle does at the time, but all I knew is that I finally get to be a great hero just like my favorite hero ever Samurai Jack!"_ She narrated as her past self started jumping around the room, while making karate sounds as her Uncle Stan laughed at her antics. (Btw, I don't own Samurai Jack at all).

{Flashback over}

The story then resumed back to the present where we see Vanessa finishing her story as Verdona cocks her head and gave her a confused look.

"You got your fascination of swords by watching a kid show?"

"I know it sounds stupid, but ever since I watched that show I grew fond of swords and Japanese culture!" She said with a smile on her face as she looked down at Verdona and remembered the events that happened before. "Okay, now that I answered your question, can I ask you one?"

"Sure, dear. Got right ahead"

"Why do you want to teach Gwen her powers on Anodyne? Why not teach her here on earth, to make things more easier for her?" She asked, but Verdona didn't respond to her as she suddenly shot up from the ground and grabbed her arm.

"Do you like music?"

"Huh? Yeah, I guess" She says as Verdona smirked and snapped her music, causing a disco ball to appear on the ceiling as the lights went off and music started blaring out of nowhere.

"Shag carpeting, they were Max's favorite. Why do the most backwatered creatures make the best music?" She asked to one in particular as she started dancing. "Come on, kid! Join in on the fun!" She said as Vanessa complemented on whether or not to dance with her. "Don't be shy, young swordswomen! Its fun!"

"...Oh, what the hell" She says as she joins in with her and started dancing with her. Frank and Natalie came out of the kitchen, wondering where is the noise was coming from and saw that there living room has turned into a mini disco party.

"Don't you ever complain about my Aunt Joyce again" Natalie hissed to Frank, who slump his shoulders as Verdona grabbed Vanessa's hands and started spinning them both in the air.

"Cheer up, junior. You didn't have the spark, there was nothing I could teach you"

"You taught me a lot mom, you and Dad both"

"You know what I mean, I even come back when the grandkids were born just incase your baby had the spark, but nothing to it" She said as she levitated back on the ground and gently placed Vanessa on the floor, who was dizzy from the flight as she grabbed the staircase to balance herself. "Carl's boy, same thing"

"Mom, if you could give Gwen the opportunity that we can't, we wont hold her back" He says as Verdona smiles and continues dancing, just as Gwen and the others came downstairs.

"Thanks so much for the offer, but I'll just settle for being a gifted human, I want to stay here with my friends" Gwen says to Verdona, whose face fell as she snapped her fingers and everything returned back to normal.

"But you don't even know what you really are! Kiddo we belong on Anodyne among our kind, let me show you" She said as her eyes and mouth glowed pink and with a huge flash of pink light, her real form was shown as she shed her human skin and it fell on the ground.

"See, just a disguise" She says in a booming tone as her real form resembles a purple/pink alien with long pink glowing hair that reaches down to her feet and her whole body radiated with a pink glow. " _This_ is what it means to be an Anodite"

"So, that's why she looks so good" Natalie said as both Sabrina and Zeda entered the house to see what was going on and staggered back at the sight of the purple alien.

"Mature Anodites are pure energy, we draw life from the mana around us"

"You got to admit, that is pretty cool" Ben said as Zeda and Sabrina walked over to the rest of the gang.

"Um, who is that?" Zeda asked

"Ben and Gwen's grandmother, apparently she is an alien and this is how she really looks like"

"Seriously? We been gone for like half an hour and all of this happens?" Sabrina says in disbelief as Verdona looks over at Gwen and smiles at her like if she was a small child.

"You're just to young to make up your mind on your own, let me help you. I'll destroy your human body and free the Anodite inside, it will be fun and you will be able to think clearly, much more clearly"

"D-Destroy..."

"Her body?"

"What the shit!?" Vanessa exclaimed as Gwen shook off the shock from her body and glares up to her grandmother.

"Destroy my body? Your not serious."

"How do you know you don't like something if you don't try it?" She asked as she reached out her hands towards Gwen, but was stopped by her friends as Vanessa brought out her swords, Zeda powers up her holographic blasts, Sabrina stood in a fighting stance and the boys stood in front of Gwen protectively.

"Verdona, she said no" Ben said as she smiles at them with a childish grin.

"Another dance, boys and girls? Fine, but just this once"

She said with as she raised her hands and blasted them with a big mana blast, Ben and Kevin quickly shielded the girls from the blast as the force of the blast managed to flung them into the air and send them outside. At the backyard we see Ship playing with a small rubber ball that Sabrina bought for him as he chewed on it and ate it, before sniffing the air as he sensed a massive amounts of energy and heard an explosion.

Causing him to turned around as he saw his owner and his friends hurling towards the ground at high speeds, with quick thinking Ship transformed into a giant size air mattress and caught the falling teens just before they hit the ground as they all groaned in pain. Gwen came out of the hole of her house and ran over to her groaning friends to make sure that they were okay as Verdona flew out of the house and laughs childishly.

"Now this is what I call a party!"

She screamed as she joined her hands and shot at them with an even bigger mana blast, Gwen and the others gasps in shock as the blast hit them head on and made a giant size crater to appear on the ground.

Once the smoke disappeared we see Gwen projecting a barrier around her and her team, successfully protecting them from the blast as she got out of the crater with her mana platforms and blasted her back, Verdona didn't even blink as she blocked it with her hair and grinned at them.

"Damm, grandma does not fuck around!" Vanesa said as the boys sat up, while Zeda picked up Sabrina and Ship and hid them behind a tree.

"Stay here" Zeda commanded them as she flew above Gwen and sartted shooting bolts of electricity at Verdona, who simply blocked it with a shield as Gwen raised her hands and charged up her mana powers.

"Gwen, stay back!" kevin said, not noticing Vanessa in the background as she took out her other sword and started climbing up a tree.

"Hit the road, Kevin!" She said without looking at him as she started multiple mana blasts at her alien grandma.

"Huh?" He asked as Gwen motioned the road and he finally caught on as he absorbed the rock below and coated himself in cement armor.

"We can't stay here, Ship" Sabrina said as she watched her sister and friends having the battle of their life's. "We got to help them, can you transform into something useful?"

She asked as Ship thought for a minute, before nodding as he jumped into her arms and transformed into an Assault Riffle.

"Whoa, okay. Lets see if I'm good with a gun like mommy" She said as she ran out into the field and raised her gun at the mana powered alien. "Hey, my mommy says that I have to respect my elders, but this time I think I can make an exception!"

She said with a smirk as she cocked her gun and started firing, Verdona groans in pain as the laser-powered bullets hits her chest and caused her to momentarily get distracted as Vanessa jumped out of the tree and slashes her cheek. Vanessa landed on the ground as Verdona grabbed her bleeding cheek and was about to charge at her, but was blindsided by Zeda as she flew in and blasted her face.

Verdona groaned in annoyance as she was about the blast the AI out of the sky, but was blindsided again by Kevin as he started grabbing the stones from the floor and started hurling them at her. Ben, deciding to join in on the fight, quickly activated his Omnitrix as he slammed his hand down and transformed into Spidermonkey.

"Spidermonkey!"

He screamed as he started making monkey noises and jumped excitedly. Back with Gwen we see her struggling to keep her shield going as Verdona pried them open with her hair and was about to attack her, when suddenly she was saved by Spidermonkey as he used his web to grab her and pull her back just before she striked.

"Check it out, hands-free!" Spidermonkey says as Verdona snarled and lunged at him with her hair, but the attack was blocked by Vanessa, who leaps in front of Ben and slashes her tentacles with her swords.

"Ha, check it out, free haircut! She says with a smirk as Verdona glares at her and regrows her hair. "Hey, you old hag! If you want me? Then come and get me!"

She screams as Verdona grinned at the challenge and flew after her as her hair moved in front of her and lunged at the young swordswomen her like wild snakes, Vanessa didn't break a sweat as she sliced up the first one, blocked the second one with her swords, kicked the other one away and finally double slash the last one with her two swords as she landed on the ground and quickly leaped out of the way just as Verdona blasted the ground she was standing on before.

Vanessa landed on the other side of the backyard as Verdona gritted her teeth in anger, not believing that she hasn't taken out the young heroine by now as she was about to fly after her, when suddenly Kevin came in and hurled more boulders at her. Verdona had enough of his attacks as she grabbed Kevin with her hair and was about to blast him, when suddenly she heard someone whistle for her as she looked behind her and raised her eyebrow.

"Hey, Verdona I have a question!" Zeda asked, while standing at the other end of the backyard as Sabrina stood below her with Ship, who had transform back to normal, hanging on her shoulder. "You keep blabbering on how Anodites are these all powerful beings, so tell me can one survive an missile explosion!" She asks with a smirk as Ship transformed into a rocket launcher, causing Verdona to go wide eyed as Sabrina slowly lifts up Ship and aims at the alien grandma. "FIRE!"

Zeda screams as Sabrina lets out a battle cry and presses the trigger, Verdona didn't have time to summon a shield as the rocket shot out of the launcher and hit her square in the chest, causing her to be sent flying in the air as she crashed against Gwen's house and a dust cloud appeared. Verdona weakly got up from the ground as her hands trembled in pain and before she can counter attack, multiple mana bolts were shot at her as she looked up and saw Gwen hanging by Spidermonkey's tail as she shot one last mana bolt at her and he let her go.

Once she landed on the ground she kicked Verdona a few times and finished it off with an uppercut as Vanessa ran pass her and leaps up as she lets out a battle cry and brought both of her swords down as Verdona used her hair to block her attack. But they were all instantly chopped off as Vanessa landed on the ground and watched Verdona growing back her hair as she hang her head down and clenched her fist.

"She's weakening!" Gwen exclaimed as Verdona flew off the ground and spread out her arms, before dive bombing into the ground as Vanessa grabbed her friends arm and pulled her down as Ben appeared out of nowhere and sucker punched his grandma (Wow, that sentence sounds so wrong when you say it out loud) Once Verdona landed on the ground, Spidermonkey raised his tail and tied her up with his organic webbing.

"Spidermonkey, got this covered!" He said, while letting out a monkey-like laugh as Kevin ran up to them and lifts a boulder ready to smash Verdona with it, but then he pauses as he realized who he was going to hit.

"Dude, I don't think I can pound your grandma!"

"That's okay. We're teaching her to mind her mana" He said with a laugh as Verdona laughs with him.

"Good one, Ben"

"Was not" Kevin protested as Verdona easily ripped through Spidermonkey's webbing and flew up in the air as she spread out her body and started absorbing all of the life-force from her environment.

"She's drawing mana from millions of things around her" Gwen concluded.

"The grass!" Kevin said.

"The trees!" Vanessa said.

"And billions of insects that are crawling around us, such power is unmeasurable! Is this the true power of the Anodites or is it only a taste of it!?" Zeda asked to one in particular as Verdona stopped absorbing and grinned down at the terrified teens below her.

"I'm really enjoying this!" She screams as she raises her tentacles and started buried Kevin into the ground with the stone he was holding as Ship saw this and started beeping at Verdona angrily. The old alien was annoyed by the beeping as she held out her hand and blasted Ship out of Sabrina's hands, Ship beeped and squirmed in pain before blacking out as he looked over at her owner sadly and turned into a puddle.

"Ship!?" Sabrina called out worriedly as Verdona shot a mini mana blast at her and knocked her out, without hurting her too much.

"Leave them alone!" Vanessa and Zeda screamed as Vanessa jumped up and slashed at her, while Zeda blasted her from the air. The attacks proved futile as Verdona grabbed them both and tossed them into the street, Zeda faded into nothingness as Vanessa landed on the street and crashed against a pile of trashcans.

"I should go out more often" Verdona mused as Ben looked over at Vanessa and saw that she was knocked out cold.

"Vanessa!" Ben screamed as Verdona flew down to him and effectively tied him up with his own webbing, Spidermonkey chitters in anger as he tried to escape his webbing but failed.

"No more tantrums sweetie, it will be over in a second" She said as Gwen stood back and shot at her with a mana ball as Verdona effortlessly caught the ball and threw it back to her, Gwen reflexively caught the ball with trembling hands as she threw it back to her...only for it to hit the garage door instead as Verdona grabbed her by her waist and lifted her off the ground. "One day you'll learn how to make a new body, any kind you like~"

"Listen to me!" Gwen screamed, causing Verdona to stop in her tracks as she place her on the ground and paid close attention to her granddaughter. "I'm not going! I love having powers, but I like my life better. I like fighting monster and saving the world!"

"Anodites helps tons of people, scads, you can use your powers however you like. After you master them in 60 or 70 years give or take"

"Its more than that! I like swimming and school and breaking boards with my hands and running and feeling tired afterwards and...kissing boys" She says the last part quietly as she looked over at Kevin, remembering the small peck she gave him on the room. "I mean all those good times you had with grandpa"

"Oh, I was just a kid having my fun. Trust me the grown up parties are better" She said with a fake smile as Gwen leans in and saw a twinkle of longing and sadness in her eyes.

"Grandma Verdona, admit it you missed it and you missed Max. That's what brought you here"

"Max should have been more like us, he had a spark all on his own. He was an adventurer, troublemaker, he was a lot like your little friend, uh...um...Curtis" She said to Kevin, who was still stuck on the ground.

"Kevin."

"Energy beings talking here"

"No, your an energy being. I'm a girl" She said as Verdona tried to retort, but couldn't come up with one as she looked up into space and started remembering all those times she had with Max.

"Maybe I forgotten what's that like. Still, what I'm offering you is better! Think about how many new powers you will have!" She says, while grabbing Gwen with her long hair as she levitated the both of them from the ground and grinned at her.

"I like having powers, but I love my friends and family. I'm not going, Grandma"

"...No, I don't believe you are" She says softly as Frank and Natalie smiled up to them, from the inside of the house as Verdona carefully placed her granddaughter on the ground and grins at beat up teens. "Well, its been a wild shindig"

She said as she snapped her finger and instantly everything was fixed as the boys were freed from their confinements and transformed back to normal, both Vanessa and Sabrina recovered from the fight as Ship slowly reformed from the puddle and eagerly jumped into Sabrina's hands as he licked her face.

"But mommas got to go"

"How did you do that?"

"You could come with me and find out"

"Yeah or not" She said with a smirk as Verdona shrugged her shoulders and picked up the gang with her hair.

"Had to try, goodbye all" She says as she turned over to Ben and grabbed his cheek. "And Ben, way to stick up for your cousin, you're alright"

"You too grandma" Ben as he smiled at her and she smiled back, before turning over to Vanessa who was checking to see if Sabrina was alright from the fight. "Hey, kid. Got a second? I have to say that even though you lost the fight, you were holding out on your own very well with nothing but your swords. I have to say, I am impressed...even if you are a physical being"

"Thanks, your not bad either...for an old hag" She said with a smirk as Verdona laughed at her and put her hand on her shoulder.

"I like you swordswomen, I officially give you my blessing for dating my grandson!" She announced loudly as Vanessa blushed a bit, but thanked her nonetheless as she turned over to Gwen and gave her a grin. "Don't forget to have fun, kiddo. Your grandma is going to drop in ever now and again to see how you are doing"

"Oh, joy." Natalie said dryly as she and Frank stepped outside of the house as Verdona hair glowed brightly, before flying off into space at the speed of light as the rest of the family watched her go with smiles on their faces, including Natalie who was glad that she was finally gone. Gwen smiled up into space, before looking down as she saw that Verdona left one of her space plants on the ground and she picked it up.

"Come on, I know where this goes"

{Time Skip again}

The story then skipped again to later at night, where we see the gang (Including Gwen's parents) standing by Max and Verdona's tree as Gwen places the alien plant below and stood up as she and the others stared at the heart shape carving on the tree with smiles on their faces as the flower glowed pink, before fading away.

 **And done! I really loved how this chapter went and yes Vanessa got her love for swords and fighting bad guys by watching Samurai Jack. Its a stupid reason but its funny at the same time and you're not going to believe this considering that Vanessa loves this show, but...I have never seen a single episode of Samurai Jack when I first made my story, I just thought that Vanessa will look cool with two swords. When I was a kid and saw one episode of the show I quickly got bored because I saw Jack walking in the forest for 2 straight minutes, curse my short attention span because I started watching the show a few weeks ago and it is awesome!**

 **Anyway as always, I will talk to you all later**


	22. Episode 7, part 1

**And new chapter! I can't wait to see how you guys think of this chapter, because I had so much fun writing this one. This episode really** **shows how mature Ben gotten and I am not going to lie, when I saw him standing up to Cash I was like really happy! Mostly because when I was a little kid I was always getting bullied by everybody because of my appearance, but then I stood up to them and surprisingly we became really close friends, it really goes to show that if you stand up to yourself, miracles can happen...anyway I don't own anything, except my OC's**

 **NOW LETS GET ON WITH THE STORY!**

The story starts on an abandon warehouse where we see an armored up Kevin dodging laser blasts from an unknown enemy as Ben stood beside him, trying to get his omnitrix to work. Kevin gritted his teeth as he turned right to dodge two incoming laser blasts, but he wasn't as lucky with the third one as it manage to hit his shoulder and caused him to scream in pain.

"You okay?" Ben asked as Kevin looked over his shoulder and saw that although there was a crack in his armor, it still protected him from the blast.

"Been better." He said as he looked around the warehouse and noticed a special someone missing from their group. "Hey Romeo, where is Juliet?"

"She called and said that she was running late, but she said that should be here at any moment."

"I'm here! I'm here! I'm here!" Vanessa screamed, while running into the warehouse as she stood beside the boys and rested her hands on her knees as she tried to catch her breath.

"You're late." Kevin said, while standing up as he crossed his arms.

"You try getting around the city without a car! I had to take like two buses to get here!"

"Why didn't you just flew here?" Ben asked as Vanessa stared at him for a few seconds, before face palming.

"God, I'm such an idiot." Vanessa said solemnly as Ben patted her back comfortably.

"Guys, I could really use some help here!" Gwen screamed, from the other side of the warehouse as Vanessa looked up and her jaw dropped at the sigh before her.

"No way…is that…a real life giant alien robot!?"

Vanessa asked, while squealing in excitement as she saw a giant robotic battle droid firing multiple laser blasts from his fingers at Gwen, who dodge them by leaping in between her mana platforms as the android ran over to her and shot at her between her legs. Gwen gasped in shock as the blast manage to hit her platform and caused her to go free-falling into the ground. The gang gasped worriedly, before sighing in relief as Gwen caught herself midair by making more mana platforms and landed near her team.

"Were in trouble."

"You think?" Kevin asked, while holding his shoulder as Gwen ignored him and turned to her cousin.

"How long before you think you can change?"

"Still need a few seconds."

"I'll see what I can do!" Gwen said with her hands glowing pink as she threw out her hands and managed to trap the giant robot in a giant cage.

"Alright, Gwen!" Vanessa cheered as the giant robot stared at the mana powered cage confusedly, before reeling back his hand as he threw a punch at the cage and managed to break it…rather easily I might add.

"Ugh! Ben!" Gwen screamed as she lifted up her trembling hand and managed to conjure up another cage around the mechanical enemy, who kept breaking the cage over and over again. "Running out of time here!"

"Almost!" He said, while fiddling the watch as the giant battle bot slammed both his hands against the cage. Causing it to explode as the backlash from the punch hit Gwen at full force and caused her to nearly lose her balance, but luckily Vanessa stepped in and caught her before she fell.

"That's it, Ben!" Gwen screamed as Vanessa helped Gwen up to her feet and grinned at her as she brought out her swords.

"Don't worry Gwenny, me and Kevin can handle this guy. Right, Kev?" She asked as Kevin bends down to absorb the concrete below and with enough concentration, he managed to fix up his armor as he stood up and nodded her.

"Right!"

Kevin screamed as he leaped over at the giant robot and punched him square in his face, causing him to stumble in his steps as Kevin joined his hands together and tried to execute a killer uppercut, but the giant robot saw this and grabbed him his hands as he hoisted him up in the air and invisibly grinned at him.

Kevin grunted in pain as the giant robot he used his free hand to grab his waist and started squeezing the life out of him. Meanwhile with Vanessa, we see her running behind the giant robot as she saw what the robot was doing to her friend and got instantly angry.

"Let him go!"

Vanessa screamed as she leaped up in the air and swung her swords down at the alien robot's back…only for her blades to comically bounce off its alien armor as the robot slowly turned over to the stunned heroine and cocked an invisible eyebrow.

"…Wow, that never happened before…maybe I should have used more force on that swing?" Vanessa said, while mumbling to herself as the robot starred at the mumbling teenager in confusion and momentarily got distracted, giving Gwen the opportunity to come in and slice the arm that was holding Kevin off with an energy wave.

"Great idea on distracting him, Vanessa!" Gwen praised as she bends down to help Kevin, who was trying to pry off the robots dismembered arm from his waist.

"Um…yeah! That was totally my plan!" She said, while laughing nervously as the giant robot stared at the stub that used to be his hands and instantly got angry as he turned over to Vanessa and raised his other hand to shoot. "Nice try buddy, but I learn from last time."

Vanessa said with a grin as she raised her two swords and with a little a bit of extra force in her swing, she had successfully managed to slice off his other arm.

"Ha, ha, ha! Not so tough without your hands, huh?" Vanessa said while smirking up to the giant robot, before sweat dropping as the robot opened up a compartment in his shoulder and a large gun appeared out of it. "…I should really know when to shut my mouth up." Vanessa said as she closed her eyes and flinched as she waited for her incoming doom…but doom never came as she opened her eyes and saw that she was saved by Gwen, who projected a mana bubble around her as she levitated her over to them and dropped the bubble. "Wow, thanks Gwen!"

"No, problem." She said, before going pale at the sight of the armless robot charging at them with his gun aiming directly towards them. "Uh-oh."

"It's okay. I'm back in business. You know who would be perfect for this?" He said, while scrolling down his list of aliens.

"The suspense is killing me."

Kevin said sarcastically as Ben slammed his hand down at his omnitrix, causing a green glow to appear and once it dismisses. We see Ben slowly transforming himself into Goop as his slimy body dissolved itself and fell on the floor as his Anti-Gravity Projector appeared out of nowhere and collected up his body as he leaped up from the ground and struck a heroic pose.

"Goop!" He said with a high-pitched voice as the gang looked at him and had one single response.

"Ew!"

"Oh, you know this is cool!" He said with an invisible grin as he flew over to the giant robot, who glares at him as he tries to kick him away…which obviously didn't work as his body was made up of goop. "Hey!"

Ben protested in annoyance as the robot thought for a second, before slamming his foot down on top of him. The group gasped in shock as Goop easily slipped through the robots toes and levitated off the ground.

The giant robot decided to change his tactics as he charged up his gun and started shooting at the single cell organism relentlessly, only for Ben to dodge the attack by letting the laser blasts go through him as pieces of his body splattered on the ground, before flying back over to him.

The giant robot paused a bit to figure out how to handle his enemy, before getting a brilliant plan in his head as he charged up his gun to full max and when it was fully charged, he let loose an energy blast that was so powerful that it blew Ben and his team out of the warehouse and into the parking lot.

"Ow, everything hurts." Vanessa said while lying face first in the ground as Ben landed near her, while Gwen and Kevin landed near Kevin's car. "Is everybody, okay?"

"I have a few bruises, but I should be okay." Gwen said as Kevin sat up from the ground and noticed that the robots dismembered arm had finally let go of his waist and was now laying lifeless on the ground.

"Ditto." Kevin said

"Yeah, I'm okay too. I just need a second to compose of myself." Goop joked as his Anti-Gravity Projector gathered up all of his body and he gave Vanessa a thumbs up.

"Okay, maybe this alien isn't all bad?" Vanessa said, while giggling at Ben's joke as the giant alien robot jumped out of the warehouse and kicked Goop's Anti Projector away, causing Goop's body to become undone as the projector landed near Gwen and Kevin. "…Or maybe not." She said as she looked over at the alien robot and noticed that it was trying to rebuild his hands. "Guys, the robot is trying to rebuild itself!"

"Oh, that's not gonna happen!" Goop said as his voice was being broadcasted through his projector as said projector flew over to Vanessa and gathered up his body again. "Vanessa, I have a plan but I need your help."

"Sure, what you need?"

"I need you to transform yourself into Narrow Skull and put an energy bubble around me and the robot, you think you can do it?" Goop asked as Vanessa grinned at him and brought out her Zennatrix.

"Piece of cake!" She said as she planted the Zennatrix on her chest, causing a purple glow to appear and once it dismisses, we see her transforming herself into Narrow Skull as she looked up to Ben and gave him a thumbs up. "Narrow Skull!"

She screamed as she raised her hands and closed her eyes in concentration as her hands glowed red. After a couple of minutes of silence, Narrow Skull had finally managed to project an energy bubble big enough to contain both Ben and the giant robot, which was not rather easy thanks to her small size.

"Thanks babe, I'll take it from here."

Ben said with a smile, not noticing Vanessa's face going red as he slithered over to the giant robot and oozed into his body through his exposed hand. After a couple of minutes nothing happened, but then suddenly the alien robot body started making weird noises as traces of Goop's body was seen through small cracks in the robots body and in a couple of suspenseful minutes, the robot blew up and Goops body splattered across Vanessa's energy field.

The gang blinked in surprise as Vanessa let go of energy field and watched as Goop's body splattered on the ground, before being picked up by his Anti-Gravity Projector as Narrow Skull walked over to him and transforms back to normal.

"Good call on telling me to put an energy field around you guys, if I didn't do that we would have been covered in…well you." Vanessa said with a laugh as Goop nodded and transformed back to normal.

"Yeah, I was just doing the smart thing and warning you guys beforehand."

"Yeah, yeah, congratulations on being smart for once. Now if you excuse me, I have something to dispose off." Kevin said as he picked up the alien robots dismembered arm and threw it in the trunk of his car.

"Okay, now that we took care of the bad guy and saved the day. What do you guys want to do now?" Vanessa asked as she and the others entered Kevin's car and drove off.

"I don't know about you guys, but I am thirsty. Anyone up for a Mr. Smoothy?"

"I'm in."

"Sure, why not."

"What is a Mr. Smoothy?" Vanessa asked innocently, causing Ben to give her a double take as he grabbed by her shoulders and give her a disbelief look.

"Wait a minute, are you telling me you **never** had a Mr. Smoothy?!"

"Yeah. Why? Is it good?" Vanessa asked, not knowing why Ben was as serious about this as Ben turned to Kevin and gave him a serious look.

"Kevin, drive us to Mr. Smoothy."

{Time Skip}

The story then skipped as we see Ben and Vanessa buying their drinks at The Mr. Smoothy counter, while Gwen and Kevin waited for them at the parking lot.

"So, do you like it?" Ben asked Vanessa, who finished her drink as she thought for a moment and gave Ben a neutral look.

"I don't like it" She said with a plain voice, causing Ben to frown disappointedly as the cashier lady gave him his order.

"You don't?"

"No...I love it!" Vanessa squealed, while hugging her drink close to her body as Ben sighed in relief and smiled at her.

"You do? That's great! I knew you would like them." He said as he grabbed the tray filled with smoothies and started making his way towards Kevin and Gwen, with Vanessa following behind him.

"Nectarine smoothies for everybody!" He said cheerfully, before letting a surprise shout as a hand appeared out of nowhere and flipped up his tray, causing the contents of the smoothies to spill on his shirt as he let go of the tray and looked down at his ruined shirt. "Ohh. I should have said on everybody."

"Oh my god, Ben are you okay? What happened?" She asked as two teenagers came out of the corner and laughed at Ben like a couple of middle school kids.

"Whoops. Hey, J.T, looks like somebody had an accident."

"Yeah. Look at that mess, Cash. Need me to get you a sippy cub, Ben? Or maybe a diaper?" J.T. said as he and Cash started laughing at him again, causing the crowed of people around them to roll their eyes at their immaturity.

"Hey, why did you do that?! Our friends were going to drink that you assholes!" Vanessa screamed, causing Cash to stop laughing as he looks down at her and smirked arrogantly.

"Well, what do we have here? It seems that Tennyson has a blue haired midget for a girlfriend."

"Yeah, blue haired midget. Good one, Cash!" He said, while snorting as he adjusted his glasses.

"...Really? Blue haired midget? Its that the best you can come up with? Wow, I am very disappointed. At least the bully's from my old school were creative with their name calling. I mean insulting my hair and height, what are you in middle school?" She said, while frowning in disgust as the crowd of people around her laughed at what she said. Cash gritted his teeth in anger and embarrassment as he paused for a bit, trying to use his small size brain to come up with a clever insult.

"Oh, yeah! Well...your boobs are small!" He said, while laughing at her as J.T. joined in as well. Vanessa looked down at her chest and blushed in anger as she clenched her fists and was about to deliver a hard punch to his face, when suddenly she was stopped by Ben as he put his hand on her shoulder and gave her a calm smile.

"Don't worry, Vanessa, let me handle this." He said as Vanessa huffed, but nodded as he turned over to Cash and glared at him.

"Okay, you can spill my drinks all you want. You can even call me names, but if you insult my girl then we are going to have a problem. Now walk away or else!" He threaten as Cash looked at him in surprise, before grinning as he walked over to him and glared down at him.

"Ooh, look at the tough guy, protecting his women. Well, if your angry about it than what are you going to do about it, huh?" He said, while shoving him off as he was about to say something else. When suddenly he felt something cold in his hands as he looks down and noticed that his hand was covered with sticky juice. "Egggh!"

Cash cringes in disgust as he wiped his sticky hand on his pants, before stopping as he realized what he did and looked down at his stained clothes. Everybody on the parking lot laughed at his misfortune, including Gwen and Kevin who walked over to see what was going as Cash looked up to Ben with his eyes blazing in anger.

"Now look what you made me do!" He said, while screaming in Ben's face as Vanessa tilted her head at him and cocked an eyebrow.

"What _he_ made you do? You did that to yourself, dude."

"Stay out of this, A-cup!" He screamed, while pointing at her as Ben glared at him and reached his hand over to his watch. The gang gasped worriedly as Ben was about to transform into Humungousaur and pummel Cash's scrawny ass, when suddenly he stopped.

"You know what? You two aren't worth it." He said with an annoyed tone as he reached over the counter to grab a couple of napkins, ignoring the confused looks that he was getting from the bully's.

"Huh?"

"Its ridiculous! Like Vanessa said, couldn't you at least _try_ to be original." He said while wiping himself as everybody, including his friends, stared at him in surprised at what he was saying. "You been doing the same old bully routine since the second grade, Cash. Its tired. Spilling my drink, name calling, insulting girls, seriously? I can't believe I used to be afraid of you. Look around, Cash. We've all grown up."

He said, while waving his arms around as the crowd murmured in agreement.

"But your still the same pathetic loser who has to torment others just to feel good about themselves. Your just sad." He said, while shaking his head at him in disappointment as he walked over to Vanessa and grabbed her hand. "Come on, Vanessa, lets get out of here."

"Uh, yeah sure." Vanessa said, still in awed at what he said as they walked over to Gwen and Kevin, while ignoring the crowd of people who were cheering for Ben's epic speech.

"I'm proud of you, Ben." Gwen said as she and the others entered Kevin's car and drove off. "You could have gone alien on that creep."

"I would have decked him." He said proudly as Vanessa turned over to Ben and gave him a smile.

"Ben, you handled that situation perfectly. Like Kevin, I would have punched his face but you kept your cool and told him off."

"Yeah, well believe me I almost gone Humungousaur on him. But then I realized that would have make things worst, so I went with the sensible route and stood up to him." Ben said with a smile, before frowning as he noticed that Vanessa lowered her head and her body started twitching.

"Uh, Vanessa, you okay?"

"Ben, what you did back there..." She said slowly as she raised her head and grinned at him pervertedly as gushes of blood squirted out of her nose. "...Was so hot!"

"Vanessa!" Gwen yelled in disbelief, surprised at what the young swordsman said as she looked over at her friend and noticed that her nose was bleeding. "Oh, god. Kevin, stop the car! Vanessa is bleeding through her nose again!"

"What!? Oh, no, not in the car! Vanessa hold your nose, you are not bleeding all over my car!"

{Time Skip...Again}

The story then skipped to later at night as we see Cash walking on the streets of Bellwood, still angry for being publicly humiliated by his favorite victim as he continued kicking a stray can that was laying on the sidewalk with a pissed of expression on his face.

"Man, he got you good, Cash." J.T. said, while walking behind him as he excitedly summarized everything that has happened earlier on, not noticing the dark aura that was surrounding his friend. "You should have seen your face when he said-"

"NOBODY DOES THAT TO ME, J.T., EVER!" He said, while screaming at his face as he looked up to the sky and clenched his fists. "Tennyson is going to pay and so is that blue haired bitch! I'll get them back and then everybody is going to be laughing at them!" He screamed as J.T. smiled nervously and tried to figure out a way to calm down his friend, when suddenly his eye landed on something rather familiar.

"Hey. Its Kevin's car!" He said, while pointing at Kevin's car as it was parked in front of a dinner.

"Yeah? So?"

He said, not seeing his friends point as he looked into the dinner and saw Ben sitting at a table with his friends. They all laughed at the joke he said as Vanessa grabbed his hand and kissed his cheek, causing Gwen and Kevin to laugh at Ben's blushing face as Vanessa rested her head on his shoulder and sighed contently.

"So, if it was me, I'd go thrash it! Leave Ben and his girlfriend for later. You fuck up Kevin's car and everybody will know your bad-the baddest in the town. They'll be talking about it for years!"

J.T. said with a grin as Cash looked over at Kevin's car and smirked like the devil as he nodded to him and they both rushed over at Kevin's car. The boys groaned as they slowly push Kevin's car over to the an incomplete road, being careful on not being spotted as they pushed the car pass the "Dead End" sigh and threw it off.

Kevin's car slid down the hill uncontrollably as it zipped pass many trees, before crashing against a tree stump as the trunk accidently opened and the technology that Kevin stole from their missions fell out and landed on the ground. The car's alarm instantly turned on as it started blaring loudly and the boys could only stare in amazement at what they did as J.T. adjusted his glasses and gave his friend a stunned look.

"Dude, that's hard-core."

"Come on!" Cash said, while sliding down the hill as J.T. followed him and they both ran over to Kevin's car. Cash kicked the car to stop the annoying alarm as J.T. ran over to the back of Kevin's car and drooled at the sight of the stolen alien tech.

"Look at all of this weird stuff. Yo think we could sell it?" He asked and before Cash can respond, they heard an angry yell from up the hill as they looked up and saw a pissed off Kevin glaring down at them as the rest of the gang caught up to him and got wide eye at what they saw.

"HEY! WHAT DID YOU DO TO MY CAR!" Kevin screamed in pure anger.

"Grab something!" Cash screamed as he bolted to the forest, leaving behind his friend as he looked at the ground and saw the alien robot dismembered arm from earlier, laying across the ground as he picked it up and ran after his friend. Kevin and the rest finally arrived at the nearly destroyed car as Kevin took one look at his car and quickly looked away at the sight of his nearly destroyed car.

"Kevin." Gwen said, while putting her hand on his shoulder.

"Don't worry, they won't get far." He said as he activated his omnitrix and it showed a hologram of Jetray.

"Yeah, we got them. They will pay for what they did!" Vanessa said as she activated her Zennatrix and it showed a hologram of Hyperbolt.

"Guys, don't!"

"But, we can go after them."

"Yeah, we'll find them."

"Then what? Reveal your secret identity's? Like you said Ben, they are not worth it. Beside, they cant hide forever." She said as Ben glared at forest, before sighing as he nodded to Gwen and deactivated his omnitrix. Vanessa reluctantly did the same as she walked over to Kevin and put a hand on his shoulder.

"I'm, so sorry, Kev. We will avenge your car, I swear." She said as Kevin looked down at her and smiled in appreciation, before frowning as he looked at his car.

{Time Skip...Yet again}

The story then skipped yet again as we see Cash and J.T. hiding out on an old abandon mannequin factory as Cash looked over at the robot arm that J.T. stole from Kevin, which technically Kevin stole as well but I digress.

"All that cool stuff, and you grab an arm." He said as he tossed the arm on the table and gave his friend an annoyed look.

"Well, I think its pretty cool. Kind of like a glove." He said as he grabbed the robotic arm and placed it on his arm like a glove. "Look. Behold the awesomeness of my mighty robot arm!"

He said, while raising the robot arm as he started making laser noises, before screaming in fright as the robot let loose an actual laser blast and blew a hole in the ceiling. The boys stared at the ceiling in awe as they looked down at the robot arm and smirked at each other as Cash placed a couple of empty bear cans on the table and step aside as J.T. grinned and shot all of the bear cans with perfect precision.

"Alright! Give it!" Cash said, while grabbing the robot arm but J.T. refused to give it to him.

"But, I found it."

"So?"

"So, its my turn!" He screamed, but Cash ignored him as he forcefully ripped the robot arm from his hand and put it on his hand.

"Its not finders keepers, J.T.!" He said, while aiming his robot arm at a busted up mannequin. "Its mine!" He said with an grin as he pressed the trigger and a laser blast flew out of his arm that not only destroyed the mannequin, but also the wall behind it. Cash started laughing manically as he started blowing up all the mannequin's around him and laughed harder as some of them blasted through the wall or the floor, J.T. stared at his friend cautiously as Cash stopped his firing and looked down at the alien robot arm with a grin that could rival the Joker.

"Cash, you okay?"

"Oh, yeah. This will scare the juice out of Tennyson and his stupid flat chested girlfriend. Last time they'll smack talk to me!"

"That'd be hilarious" He said with a nervous chuckle as Cash looked down at his robotic with a sinister glint in his eyes as he flexed his fingers. "...Your not joking are you?" He asked as Cash didn't respond to him and walked out of the room, causing J.T. to look at his nervously as he realized that his friend was not only planning on getting revenge on Ben and Vanessa, but was also planning on killing them as well.

 **And done! I really loved writing this chapter and I can't wait for the fight scene later on! Especially since I'm going to introduce a brand new alien just for Vanessa! Originally I was planning on adding Bloxx on the next scene, but I was like...nah, I'll add him on later on. Also remember to leave a favorite and a review, because I live for those!**

 **Anyway as always, I will talk to you all later!**


	23. Episode 7, part 2

**And new update! Sorry that it took like forever to update this chapter, but I got sick a couple of days back and I was having massive headaches. But after taking a few medicine, I feel better enough to bring you guys this new chapter! Anyway I'm going to give you guys a heads up and tell you that is Cash is going to be a little bit more evil than he was on the episode, you will see why...anyway I don't own Ben 10, only my OC'S.**

 **NOW LETS GET ON WITH THE STORY!**

{Episode 7: The Gauntlet}

The story starts later at night, where we see J.T. cautiously making his way over to his friend, who was for some reason taking a short nap on a chair. The glasses wearing teen bit his lip nervously as he reaches out his hand and tries to grab the glove from out of his friends hand, but before he could Cash suddenly opened his eyes and glared at him through the darkness.

J.T. let out a girlish scream as he hastily backed away from his friend and fell on his butt. Cash slowly stood up from his chair as he turned to his frighten friend and glared at him as his eyes glowed red.

"I said its mine."

He said with a dark tone as J.T. looked up to Cash and wondered what has happened to his best friend? And what was he becoming? All of this questions swarmed in his head as Cash scoffed at him and walks away.

The scene then changed to the next day, where we see our favorite couple walking into Kevin's garage as Ben held a tray full of smoothies in his hands and placed it on a table next to Gwen, who was sleeping on her chair as Vanessa eagerly skipped over to Kevin to greet him.

"Hey, Kev. How's the car doing?" She asked, but Kevin didn't answer as he continued working on his car, while mumbling angrily as he does so. "Kev?" She asked again as Kevin lets out an annoyed sigh and rolled out of his car.

"What do you think? Does idiots really did a number on my car." He said as Ben bends down and gave him his drink.

"You been here all night?" Ben asked as Kevin nodded to him and took a sip from his drink, before placing it on the ground as he rolled back under his car.

"Yes. And I'm not leaving, until my ride is cheery."

"I still can't believe that those assholes wrecked your car." Vanessa said as Ben handed her drink and nodded to her in agreement.

"Yeah, me neither. It just doesn't make any sense, why would they go after Kevin instead of me?"

"Hmmm, I don't know. It could be for any number of reasons." Vanessa said as she sat on the ground and took a sip from her drink. "Either they thought that if they mess with your friends, you will get angry and fight them…or it could be for something stupid like getting some street cred or something."

"Yeah, that could be it." Ben said, before looking over to Kevin. "Want some help?" Ben asked as Kevin rolled out of his car and glared at him.

"You wanna help me? Then go away." He says, rather rudely as Ben raised an eyebrow at him and shrugged.

"Fine by me." He says as he started making his way out of Kevin's garage, before walking back as he bends down and took Kevin's drink from the ground. "No juice for you!" He screams, while accidently waking Gwen up as he turned around and walked away. Kevin raised an eyebrow at the brunette outburst, before yelping in pain as Vanessa leans over and pinches his left arm.

"Ow! What was that for!?" Kevin asked, while rubbing his left arm as Vanessa scoffs at him.

"You know, what you did. Why were you so mean to Ben? He just wanted to help."

"Yeah, Kevin. We know how angry you are about what happen to your car, but that doesn't mean that you should lash out on others." Gwen said as Kevin sighed and ran his hand through his hair.

"Yeah. Okay, I'll go get him."

He said while standing up from the ground as he was about to head out to find Ben, when suddenly J.T. appeared out of nowhere and entered his garage. The gang stared at him confusedly as he rested his hands on his knees and tries to catch his breath from the long run, Vanessa sneered at the sight of him as she stood up from the ground and walks over to him.

"Well, well, well, look what we have here. You have lot of guts showing your face around here, after what you and your friend pulled." Vanessa says as J.T. looked up to her with a panicked look on his face and grabbed her by her shoulders.

"Oh, flat chest, you're here. That's good, I need to warn you about something." He said, before looking around as he noticed that Ben wasn't around them. "Where's Ben? I need to warn him too. Something's wrong with Cash and-"

He said, before letting out a painful shout as Vanessa unexpectedly decked him across his face and sent him falling to the ground. J.T. groan in pain as Vanessa pulled back her arm and glared fiercely at the cowering teen as she cracked her knuckles menacingly.

"First off, my name is Vanessa Cunningham, not flat chest. So, stop calling me that, you got it?!" Vanessa screams as J.T. whimpered in fear and nodded. "Two, what the hell are you talking about?" She asked with a much softer tone as J.T. stood up from the ground and put a hand on his bruised cheek.

"W-Well, like I said b-before, something is wrong w-with Cash." He said, while stuttering nervously as Kevin looked him over and finally recognized who he was.

"Are you talking about the guy who messed with my car? And weren't you with him?" He said, while pointing an accusing finger at him as J.T. step back in fear, not wanting to be punched again.

"I-I-It was his idea, really!"

"Uh-huh." Gwen said, not really believing on what he said as Vanessa lets out a sigh and puts her hand on her hips .

"Okay, why don't you just stop your stuttering already and tell us why you came here?"

"Look, flat che-" He said, before stopping in mid-sentence at the sight of Vanessa raising her fist. "...I mean Vanessa, Cash has been looking for you and Ben. He says he is going to teach you guys a lesson for humiliating him."

"So, you came here to warn us that your angry short-tempered friend is hunting us down, so that he can start a fight with us? Yeah, I think that we can manage."

"Vanessa's right, I wouldn't worry about them. I'd worry more about your friend. Where is he?"

"A-At the old mannequin factory. We hang there sometimes…okay all the time."

"Got it." Kevin said as he shoved passed J.T. and ran out of the garage.

"KEVIN, DON'T DO ANYTHING STUPID!" Gwen screamed as she tries to stop Kevin from leaving, but it was too late as he was too far away to hear her. "Waste of breath." She says with a deadpanned voice as Vanessa took a deep breath and cups her hands together around her mouth.

"KEVIN! IF YOU CAN HEAR ME THEN PLEASE PROMISE ME THAT YOU WILL THROW IN A GOOD PUNCH FOR ME!" Vanessa screamed, before yelping in pain as Gwen slaps her at the back of her head.

"YOU'RE NOT HELPING!" Gwen screams as Vanessa rubs her head and grins at her nervously. Gwen sighs at her friends immaturity as she looks over at J.T. and cocked an eyebrow. "What happened to you J.T.? Back in first grade, you and Ben used to eat paste together."

"That's gross." Vanessa says, while wrinkling her nose.

"It is, but that's besides the point. You were a nice person, but then you started hanging out with Cash and you changed."

"Cash isn't so bad, I make him laugh and he always has my back."

"Both of you act like total jerks!"

"Cash is Cash. What do you want from me?"

"We want you tell him to cut the shit with the bullying already."

"Vanessa is right, you seem to have a lot of influence over him."

"Yeah, but only enough so that I can get to watch him beat up other people instead of getting beat up myself."

"Sounds like the basis of a great friendship." Gwen said sarcastically.

"Dude, what you and Cash have is obviously not friendship, its slavery. Cash tells you what to do and you obey him like a good little lap dog." Vanessa says as J.T. tenses and glares at her.

"That's not true!"

"Oh, really? Then tell me, when was the last time that Cash did you a favor or helped you out when you really needed his help." She asked as J.T. tries to recall the last time that Cash helped him, but he came up empty handed. "My point exactly."

"Okay, wait hold up. Cash maybe...unreliable sometimes...okay, maybe all the time. But he is still my friend!"

"Then why are you still here, anyway?" Gwen asked, wondering why the boy hasn't left yet. "If you say that Cash is such a good guy, then why don't you hang out him?"

"Look, I just wanted to warn Ben and Vanessa."

"Don't. Its not like when we were little. Ben can take care of himself."

"Yeah and I have two swords!" Vanessa said cheerfully, while pulling out her swords as J.T. lets out a girlish scream and backed away from the blue haired girl. "So, if he comes after me or Ben, he will get sliced!"

"See, you don't have to worry about them. They can handle, Cash."

"Well, what about me? Cash is seriously bent. I mean, somethings wrong and if he finds out that I told-"

"Nothing will happen to you, J.T."

{Time Skip}

The story then skipped as we cue to the old abandon mannequin factory, where we see Kevin marching up the stairs of the building as he walked over to the nearest door and broke it down with a mighty kick.

"Knock, knock. Don't bother hiding, your weasel friend already told me you were here."

"Levin? I don't have any beef with you." Cash said, his voice echoing in the shadows as Kevin narrowed his eyes and clenched his fist.

"That's where we differ, you _thrashed_ my ride." He said with a glare as Cash walked out of the shadows and Kevin eyes flew open in shock, mostly because half of Cash's body was now fused with the alien robots body. "Okay. That's a surprise."

"Pretty cool, huh? I can also do this!" Cash screams as he shoots an energy blast that narrowly flew pass Kevin's head and blew a hole in the wall. "You were just about to leave, right? I just made a door for you." He quipped as Kevin glanced at the hole in the wall, before looking back at Cash as an evil grin plastered his face.

"No. This is good. This is _really_ good." He says with a smirk as he placed his hand on a support beam and absorbed its material into his body.

"What are you talking about?" Cash asked, seemingly not fazed by Kevin's powers.

"See, now that your all jacked up, I don't have to hold back!"

He screams as he raises his arms and slams the floor, causing a mini shockwave to appear as it hit Cash directly and send him flying into the air. Kevin smirked as he grabbed a small chair that was standing beside him and threw it at the half cyborg teen, who effortlessly kicked it away like it was nothing and landed on the floor.

"That didn't even hurt!" Cash boasted.

"Yeah? Then how about this?"

Kevin says as he charges at him and throws multiple fast punches, all of which that Cash dodge with ease as he grabs the last one and punches him back. Kevin let out a surprise grunt as he was sent flying in the air and crashed against a wall, Cash looked down at his robotic glove in awe as he saw the damage that he did with just one punch.

"No way!"

He says with an evil grin, before getting a confused look on his face as he heard rumbling coming from below him as he looked down and got sucker punch by Kevin, who had somehow burrowed under the ground (Even though they were several stories off the ground) as he leaps off the ground and joined his hands together to deliver a killer body slam.

Cash thought quickly as he blasted him with an energy blast and was satisfied to see Kevin sent flying to the celling, before falling down as he crashed through several floors and landed painfully on the last floor. The cyborg teen looked down at the groaning Kevin and grinned sadistically as he charged up his glove and started shooting numerous energy blasts. All of which hit directly on Kevin's back, causing him to scream as he fought through the pain and leaped out of harms way.

Cash laughed sinisterly as he looked down at the hole Kevin made and watched in amusement at the sight of a crawling Kevin reaching for the nearest thing to absorb, since his armor was majorly cracked. Cash laughed once again as he leaped down from the hole and shot at Kevin mid-air, causing the mutant teen to let out a scream as he fell down to the ground and panted heavily.

Kevin groaned in pain as he looked down and saw that he had only managed to absorb only 37% of metal into his body, that may seem that it was a lot but it wasn't enough to completely fix his armor. Kevin spat blood from out of his mouth as he looked up to Cash's grinning face and glared as he spread out his arms and gave him a challenging look.

"Take your best shot!"

He screamed as Cash smirked at the challenge and swiftly blasted him, Kevin gritted his teeth in pain as the blast was so powerful that it manage to destroy at least 15% percent of his body armor and send him crashing through the other room.

"Okay, that was pretty good."

"Guess this means you're no longer the coolest kid in town anymore."

"Ugh. And you are? Not on your best day!"

"You don't have to worry, Levin. This isn't about you." He said as his robotic glove vibrates and Kevin lets out a gasp as Cash's robotic body started expanding across his human body. "Ben Tennyson and his stupid blue haired girlfriend, they are what this is about. You tell them, 3:00, Mr. Smoothy parking lot. If they don't show up, **I'll be coming for them**. " He says, his voice momentarily goes robotic as he glares down at Kevin and walks away.

{The story then skipped again}

The story then skipped again as we cue to The Mr. Smoothy, where we see Ben purchasing two new smoothies as he gulped them down in one go and belches loudly.

"There you are!" A familiar voice says, causing Ben to turn around as he saw Gwen, Vanessa and J.T. running towards him with looks of distress on their faces. "We have been looking everywhere for you...how many of those things you had today?" Gwen asked, noticing that her cousin had two more smoothies in his hands.

"Let me put it this way, enough to know that carrots and chocolates aren't two great tastes that taste great toge-HEY!"

Ben said, before letting out a protest as Vanessa grabbed the smoothies from out of his hands and throws it into the trash.

"Vanessa, I was drinking those!"

"I think you had enough smoothies for one day, besides we got bigger problems."

"What do you mean?" He said, before noticing J.T. standing beside his cousin. "Oh."

"Hey." J.T. says lamely.

"Why is he here?"

"He came here to warn you and Vanessa." Gwen says

"Its about Cash."

"Cash?"

"Yeah, apparently the punk put out a hit on us." Vanessa says as Ben snorts and gives his friends an incredulous look.

"Are you serious?"

"I know, I know, I wasn't worried at first. But Kevin went after him hours ago!" Gwen says as Ben threw his head back and laughs.

"Your worried about, Kevin? Kevin is going to destroy him!"

"He is not like that anymore, Ben! He's changed!"

"Hmmm, no. Kevin is going to kill him." Vanessa said bluntly as Gwen turned to her and glares. "Aw, don't worry, Gwenny. He probably killed Cash by now and is now currently hiding his dead body in the woods." Vanessa says innocently as Gwen gasps in horror and smacks her at the back of her head again.

"YOUR NOT HELPING!" Gwen screams as Vanessa bends down to her knees and grabs her head as she hisses in pain.

"Okay, okay, if your that freak out about it. Why don't we just check up on Kevin and see if he is alright...and to see if cash is alright."

"I'll show you where their are. Follow me!" He screams as he and Gwen ran off, leaving behind Ben who was trying to get Vanessa up from the ground, but she wont budge.

"Come on, Vanessa. We need to go!"

"Ow! I can't, my head hurts to much!"

"Well, that what you get for teasing Gwen like that."

"I know, but it still fucking hurts! She hits too hard!"

"Seriously, Vanessa we don't have time for this. We need to catch up with the others, is there anything that I can do to help lessen the pain?"

"...Can you give me a kiss on my head."

"...You cannot be serious." Ben said, while blushing bright red.

"Please! It will hurt less if you kiss it!" Vanessa pleaded as Ben sighs, before reluctantly kissing her head as he grabbed her hands and hoist her up.

"Feel better?"

"Yep!"

"Great, then lets go!" He says as he and Vanessa ran towards their friends and headed straight for the old mannequin factory. After walking for a few minutes, they finally reached the old factory as they stopped by the gates and cringes at the sight of the nearly destroyed factory.

"Its all messed up, like there was a fight."

"Its abandon, it probably always looks like this." Ben says as J.T. looked up to the abandon building and straighten out his glasses.

"These holes in the wall are new, but the garbage has been there forever. And there, by the loading dock-" He says, before stopping as he realized that Ben and Gwen weren't paying attention and headed into the building.

"Nobody cares, nerd. Lets go!" Vanessa said, while shoving J.T. into the building as he stumbles in his steps, before catching himself as he glared at the grinning blue haired teen.

"First of all, I am a geek, not a nerd. There's a difference."

"Don't care!" Vanessa says as she walked on ahead to catch up with her friends.

"...How is this girl?" J.T. asked to himself as he walked behind the others.

"I'm an OC made by an author, who thought it will be fun to add me in into the Ben 10 universe." Vanessa says cheekily as J.T. blinks at her, while the others ignored their conversation.

"I'm sorry, but what you said?"

"...Look, I see Kevin!" Vanessa says quickly, trying to change the subject and it works as they all averted their attention to Kevin, who was lying near-unconscious on the other side of the room.

"Ugh. Bet your loving this."

"Kevin, what happened? Are you hurt?" Gwen asked as she tries to look for any serious injury on his body.

"Mm. Not as bad as it looks."

"Hold on a minute. Cash did this to you?" Ben asked, before letting out a laugh as the girls gave him a look. "Right. Stopping now."

"He must have got a hold on some alien tech. He kind of looks like that robot we fought yesterday." He said as Gwen and Vanessa slowly turns over to J.T., who was sweating bullets at their menacing gaze.

"J.T., is there anything you forgot to tell us?" Gwen asked as an aura of anger radiated off her body.

"Don't lie to us, boy." Vanessa said as she cracks her knuckles and gave him a "You better not lie or else we will hurt you really badly" look.

"Uh...maaayybe." He said with a nervous smile as the girls glared at him. "When we...I mean, Cash thrashed your car and all of that stuff fell out, we grabbed something. A big metal glove, it shoots lasers. I tried to get it back, but he wouldn't give it up. It's like it possessed him. I'm telling you, he's not himself."

"He called you guys out" Kevin said to Vanessa and Ben. "3:00, The Mr. Smoothie parking lot."

"Okay. This is gonna end, now."

"More like in 15 minutes." He said, while coughing as Ben looks at the omnitrix and sighs.

"Sorry, doesn't tell time." He said, before walking over to Vanessa as he placed a hand on her shoulder and gave her a serious look. "Okay, Vanessa, here is the plan. Since Cash called us both out, you and me are going to go confront him and hopefully convince him to take off the glove, you think your up to it?"

"Heck, yeah! I been waiting to kick his scrawny ass!" Vanessa says excitedly as Ben gives her a look. "Don't worry, Benji, I'll take it easy on him. I may hate the guy, but I don't want to kill him." She says as Ben sighs in relief and gives her a smile.

"Good." Ben said as he turned over to Kevin and gave him an unsure look, not knowing if he should either helped out his friend or go fight Cash.

"Go. I'll be okay." Kevin said, reading Ben's expression as Vanessa leans over to him and kisses his forehead.

"Be safe and don't worry, Kev. I'll give him a good punch for you." Vanessa says as Kevin blushed, but nodded nonetheless as Vanessa runs off with Ben running close behind her.

"I'll come back for you after the fight." Gwen said to Kevin, before running off as J.T. followed her.

"Did you really have to kiss him, Vanessa?" Ben asked, slightly miffed to see his girlfriend kiss someone else.

"What? It was just a friendly kiss. Aww, don't tell me that you are jealous~" Vanessa said, while winking at him as Ben blushed and looks down.

"I'm not jealous!" He screams as Vanessa giggles at his blushing face and continued running towards The Mr. Smoothie.

{Time skip...yet again}

The story then skipped yet again as we cue to The Mr. Smoothie joint, where we see everybody hanging out and having a good time. When suddenly an explosion was heard as they all turned to the source of the explosion and saw Cash, who was now wearing the alien robots body minus the head, emerging from the smoke as he looks over the frighten crowd and glares at them.

The crowd of costumers screamed in fear as they ran for their lives, but unluckily two costumers were clumsy in their steps and fell on the ground. Cash leaped over to the two frighten costumers as he landed a few feet away from them and snarled as one of them looked at his face and gasped in realization.

"Holy crap! Your that kid from yesterday!"

"Yes, I am. You guys thought I was so funny. Well, who is laughing now!?" Cash said, while raising his hand as he started charging up his energy.

"Wait a minute. Just because we laughed at you, your going to kill us!? How is that fair!?" He asked, but Cash ignored him as he was about to blow a hole in his chest, when suddenly someone called him out.

"Hey!" Two familiar voices said as Cash turned around and saw Ben and Vanessa, who were looking at Cash with anger and disgust. "What is your problem?"

"You are my problem, Tennyson! You and your stupid flat chested girlfriend!"

"Okay, seriously. Can you stop calling me, flat chest?! I know my breasts are small, you don't have to rub it in!" She said with an annoyed tone, before letting out a painful yelp as Cash slapped her across her face and send her falling to the ground.

"Vanessa!"

"Don't talk back to me, A-cup!" Cash said as Vanessa sat up from the ground and trembled in fear as Cash pointed his hand at her and grind at her. "Say goodbye, flat chest."

"Cash, stop! Ben screamed as he ran in front of Vanessa and held out his hands. "Its me your after, leave her alone!"

"Hmmm, let me think about it...no." He said as he shoved Ben out of the way and blasted Vanessa. Ben could only watch in horror as he watched Cash blasting Vanessa's body, not noticing Vanessa pulling out her Zennatrix from her pockets, and was sent flying into a car.

"VANESSA! NO!" Ben screams as Cash lets out sinister grin and turns to him.

"You see, Tennyson. With this suit, your flat chested girlfriend never stood a chance. Not even your friend, Kevin." He said, before turning over to the traumatized crowd and smirked arrogantly. "That's right, I kick Kevin Levin's ass!" He said to the sacred crowd as Ben looks over to where Vanessa crash landed, before looking back at Cash as he raised his Omnitrix.

"Your dead, Cash. I wasn't going to fight you, but after what you did to Vanessa, all bets are off."

"Ha, ha, ha, don't you get it, Tennyson? With this suit I have power that you could only dream of! I could kill you right know if I wanted to...in fact I do!" He says as he raises his arms and was about to crush Ben like tomato, when suddenly someone called him out again.

"CASH!"

J.T. screamed as he and Gwen ran into the scene, both faces were pale as they saw what Cash did to Vanessa.

"Look, this is fucked up! We were supposed to be having fun, but y-you killed someone! Please give us back the glove, before you kill someone else!" He pleaded as Cash narrowed his eyes at him and raises his arm.

"Fuck off! You ratted me out!"

He screams as he was about to blast him, when suddenly a purple light appeared as he turned around and saw a large Tetramand-like alien glaring at him as she stood up from the ground and smirks at him.

The Tetramand-like alien looks almost exactly like Four Arms, except that she is shorter than he is and less built. She has The Zennatrix Symbol planted above her belly button and she doesn't wear Vanessa's accessories. Her skin is blue instead of red, she has long curly black hair that is tied up into a pony tail and finally, she wears a gladiator type outfit with a golden helmet that covers her four orange colored eyes, with one of them having a small scar.

"Hey, tiny! Why don't you pick on someone your own size!" She said as Gwen sighs in relief and put a hand on her heart.

"Oh, thank goodness that Vanessa didn't die!" Gwen said as J.T. nodded in agreement and looked over at Ben, who was looking at Vanessa with tears in his eyes as he smiles widely and chuckles in disbelief.

"Vanessa, your alive! And you never told me you have Four Arms, your so lucky! I haven't used him in years!" He said with a grin as the Tetramand-like alien giggles lightly and walks overt to him.

"I just unlocked her, after the whole Verdona fiasco. I wanted to wait until the right moment to use her. Also by the way, the names Tetra-Girl." She said, before glaring at Cash as she cracks her four knuckles and lets out sadistic grin. "Now, I'm going to say this one last time STOP CALLING ME FLAT CHEST!"

She screamed as she joined her hands together and produced a sonic clap that hits Cash and send him flying to car. Cash gritted his teeth as he grabbed the car behind him and throws it at four armed alien, Tetra-Girl grinned as she raised her fist and smashed the car aside as she runs up to him and punches his chest.

Cash groans in pain as Tetra Girl backed up a little bit and kicks him in the air, but sadly her aiming was a little bit off as Cash was sent flying on the air and crashed against the Mr. Smoothie sigh, the crowd scream in fear as the sigh tilted a little bit and started falling towards them.

"Oh, no!"

Tetra-Girl screams as she ran towards the crowd and barely catch the sigh with her amazing strength, while Vanessa was yelling at the crowd to get to safety. Cash grins as he used this opportunity to blast the shape-shifting heroin, while she was distracted as he raised his hands and lets out an energy blast.

Vanessa gasped in shock as she saw the energy blast heading towards and tries to move, but she couldn't let go of the sigh yet since there were still people stuck under it. Tetra-Girl closed her eyes as she waited for the blast to hit her, when suddenly Ben came in, in the form of Chromastone, and absorbed the blast just before it hit his girlfriend.

"Nice catch, Ben!"

"Thanks, love. You take care of the sigh, I'll take Cash."

He said as Vanessa nodded and yelled at the people to move faster. Chromastone smiled at her, before turning to Cash as he puts his hands on his hips and gave him a serious look.

"Cash, listen to me. You don't want to do this." He warned him, but of course Cash ignores him as he lets out a frustrated yell and blasts Ben, which obviously didn't work as he simply absorbs the blast and shoot it up to the sky. "You can't beat me, Cash."

"You think just because you and your girlfriend are freaks, I'm gonna stop? I'M NEVER GONNA STOP!" He screams as he leaps up and punches him to the ground. "EVER!"

He screams as he ran over to him and grabs his leg, Ben didn't have time to think as Cash twirled him around like a toy and smashed him on the car. Chromastone groan in pain as Cash lifts him up and twirls him around again. before throwing him to a truck as Ben collided head first into the truck and it blew up.

"BEN!"

Vanessa screamed as she lifts up the sigh and throws it besides her as she charges at Cash and tackles him on the floor. Tetra-Girl roared in rage as she started throwing multiple punches at Cash, causing large noticeable cracks to appear as Cash growls in anger and grabs her hand as he threw her off.

Cash huffed in frustration as he was about the blast the life out of Vanessa, when suddenly he saw Chromastone standing up from the wreckage of the truck and waves a finger at him. Cash screamed like an animal as he charged at Ben and they both collided against each other as a small shockwave appeared and blew up a few cars, Vanessa watched in awe as the boys grunted loudly as they tried to overpower each their with their strength, but they were to evenly matched.

"Why are you doing this? Why me? Why Vanessa?"

"Why not!?"

"I'll show you why not!" He said as he added a little bit of more strength into his arms and managed to bring Cash to his knees. "It doesn't have to be this way, Cash! Neither of us win anything by fighting! Just stop!"

"I-I can't!" Cash said, finally coming to his senses as he tried to sopt, but the suit won't let him.

"Yeah, you can!" J.T. said as he and Gwen ran up to them.

"No. The machine wants to fight. Look, the suit is fixing itself already." He said as the suit started fixing the cracks in the armor.

"The Cash I know Isn't going to let a pile of scrap metal tell him what to do. Your the toughest kid in school. Fight it!"

"How!?"

"That thing doesn't control you, you control it!"

"M-Maybe." He said as he closed his eyes and concentrated, soon enough he let go of Ben's arms as his started glowing brightly.

"GET. OF. ME!"

He screamed as he raised his arms and the gang could only stare in shock as Cash's armor slowly disappears and the only that was left behind, was the alien robots glove. J.T. quickly ran in and grabbed the glove from Cash's outstretched hand as he grunted and pulled the glove out of Cash's hand, J.T. threw the glove in the ground as Tetra-Girl walks over and crushed it with her foot.

"Won't be seeing that thing anytime soon." Vanessa as she changed back to normal and Ben did the same. The young couple slowly walked over to Cash, who was breathing heavily on the ground as he looked up to them and gave them an apologetic look.

"Look, I just want to say thank you all for what you did. I hope we can get together and hang out sometime." He said as he grabbed Cash's hand and gave him a smile. "Come on, Cash. Lets go home!" He said as Cash nodded and they walked away.

"Huh? Cash actually listen to him, maybe he has changed or at least matured a little bit. You think we will be seeing them again." Ben asked to Vanessa, who shrugged as she looks up to the sky and smiles.

"Hmmm, no. I don't think we will be seeing them for a long time...or at least, until Ultimate Alien."

"Mm? What are you talking about?"

"Nothing, lets go home." Vanessa says with a grin as she grabs his hand and started making there way out of The Mr. Smoothie parking lot.

"Man, it has been a crazy day. I can't wait to go home, but I cant help to feel that we are forgetting something."

"Eh, its probably nothing. Right, Kev?...Kev?...Oh, fuck." Vanessa curses as she and the others finally realized what they forgot and quickly ran of to the abandon mannequin factory to pick up Kevin.

 **And done! I had lots of fun writing this one, especially for the Ben and Vanessa moments and I cant wait for the next episode, because I love Professor Paradox!**

 **Anyway as always, I will talk to you all later!**


	24. Episode 8, part 1

**And new chapter! You don't know how long I wanted to write this episode, because I love Professor Paradox! He is one of my favorite characters in Ben 10 of all time, after Ben, Gwen and Kevin of course. Can't wait to see how you like the chapter and always remember to leave a review and a favorite...Anyway I don't own anything, except my OC'S**

 **NOW LETS GET ON WITH THE STORY!**

{Episode 8: Paradox}

[The Past: 50 years ago]

The story starts in Area 51, where we see a bunch of scientists pacing around on a lab as they worked tirelessly on a large and mysterious device, which seems to be a large brown circular rock that is connected to the wall by wires and other various machines. The scientist's seems so focused in their work that some of them didn't noticed the General entering the lab, while standing on the other side of the room as he and a couple of more scientists were protected by an reinforced glass.

After being saluted by the scientists, the General placed his hands behind his back and scanned the room to look for someone. The General's eyes squinted as his eyes landed on a 40 year-old man working on a control panel, completely oblivious to the General as he was too engrossed on his work. The middle-age man had white skin with black hair, blue eyes and he was wearing a white lab coat, a brown shirt underneath with a black tie and green goggles that was hanging by his neck.

"Sure, this thing is going to work? Your time machine has cost the U.S. government a pretty penny doctor." The General said as the lab coat wearing man pressed a couple of buttons on the control panel, before stepping back to admire his work.

"The Chrono-logger is _hardly_ a time machine in the sense of a vehicle, but rather a sub-atomic drill designed to boor a tunnel in the fabric of space time." He said in a stereotypical scientist type manner as he puts his hands on his pockets and faced the general. "As for the cost I think the alleviation of untold human suffering throughout history is amble justification, General."

"It will also give our 'red buddies' overseas a thing or two to think about." He says quietly to a scientist, who snickered in response.

"But to answer your first question, there is only one way to find out."

He says with a cheeky grin as he slipped on his goggles and started up the machine by pulling a lever. The General and the other scientists could only stare in awe as the center of the machine glowed white and soon the whole room was light up like a Christmas tree.

The goggle wearing man stood in front of the machine with an expressionless look on his face as one of the scientist, who was working on one of the control panels, looked over at the man and gave him a cautious look.

"You're certain we're safe, doctor?"

"I'm not certain of anything, Hugo." He says calmly, ignoring the freak out look Hugo was giving him." But the Chrono-magnetic field we generated should protect us."

"Should!?" Hugo says as he walked over to the man and noticed that the machine started glowing brighter. "Doctor, I-I'm frighten."

"Here, have a gumball." The man offered, while pulling out a bag of gumballs out of nowhere. "It'll calm your nerves."

He says as Hugo gave him a questioning look, before looking back at the machine as it seems to be sucking up everything in the room. The General and the scientists gasped in shock as the machine glowed brighter and soon everything was being dragged into the machine, including the man. The man calm expression instantly disappeared as he tried to run away, but it was futile as the machine was too strong and soon he was sucked into the machine. The General and the other scientists step backed in horror as two large bodies appeared out of nowhere and they both let out primal roars that shook the entire base.

[Present time]

The story then resumes back in the present, where we see Vanessa and the gang driving through the dessert as they drove up to an old army base, that looks like it was abandon for years. The gang got out of the car as Kevin walked up to a brick wall, which seems to be surrounding the whole base, and turned to his friends.

"You guys didn't really have to come. Gwen and I could've handled this alone, its nothing really."

"Doesn't sound like nothing. Weird noises, unearthly lights, rumors of weird creatures around here?"

"I only came, because I have nothing better to do." Vanessa says with a shrug as Zeda appeared out of the Zennatrix and crosses her arms. "And also because Zeda has been dying to find some action, since she missed out last time."

"Geez, I take one little nap to recharge my batteries and suddenly I miss everything!" Zeda says with a pout.

"Aw, don't be sad Zeda. I'm sure you'll get some action today, right Kev?" Vanessa asked Kevin, who looked away as he scratched his neck nervously.

"Um…"

"Kev?"

"Well, you see the dudes I heard it from aren't totally reliable." He said as Zeda pouted again and Vanessa gave her a pat on the back.

"Isn't that like a big bad boy thing to do? Come out here to the ghost town to drag race." Gwen says with an amused smile.

"How should I know? I just know them from the auto shop." He says as Ben, Gwen and Zeda stared at him blankly and pointed to a graffiti on the wall that says 'Kevin rules!' in red spray paint.

"Ugh, boys. Am I right, master? ...Master?" Zeda asks as she and the others turned to Vanessa, who had a spray can in her hand and was writing something on the wall. "Master!"

"Huh? What did I do?" Vanessa asks, while putting on an innocent face as Zeda frowned at her.

"Master, you can't do these types of ill-rotten activities! It's illegal! What if Sabrina saw you doing this?"

"What? I was just writing a short, but inspirational message to the world."

Vanessa says with an innocent smile, while throwing away the spray can as Zeda looks over her shoulder and saw the words 'Vanessa is number 1# bitches!' written on the wall with blue spray paint.

"Really?" Gwen asks, while face-palming as Zeda does the same.

"Anyway, Grandpa Max said Los Soledad used to be a big military base back in the 1950's. Some kind of research facility." Ben said, trying to get the mission back on track.

"Yeah, must've been some pretty serious research. Check out these walls, 50 years later and there still no way in."

"What about those huge holes in the wall." Vanessa said plainly as she pointed to a wall that had two huge holes in it"

"No way. These weren't here." Kevin says as he and the others entered Kevin's car and drove into the army base.

"Did anyone notice some of them are vaguely person shaped?" Gwen asked as Kevin parked the car in the center of the base.

"Weird. Maybe something-I don't know-burned through the wall." Ben as he and the others got out of the car.

"A Pyronite, maybe?" Vanessa asked Zeda, who looked around the base with a thoughtful expression on her face.

"Hmmm, I don't think so. Not even a Pyronite can burn holes with that much precision, plus I didn't pick up any high level of heat signature from the holes. We should probably keep looking around for clues."

"Like this?" Ben says, while pointing down at the multiple trails on the ground.

"Look!" Gwen says, while pointing at a pile of boles on the ground.

"Ew!" Vanessa says, while backing away from the corpse in disgust.

"This is a bird." Ben says, while bending to inspect the bird and saw another pile of bones. "And these a lizard bones. They're fossilized." He says as he reaches his hand out to touch it, but Vanessa slaps his hand away before he could.

"Don't touch it! Who knows how many diseases that thing has!?" Vanessa says as Ben raised his hands in surrender and backed away.

"Who knew you were such a neat freak?" Kevin said, while laughing as Vanessa huffs and looked away.

"I'm not a neat freak! I just think that thing is super gross and I don't want Ben getting infected or something!" Vanessa says as Kevin laughed again and ruffled her hair.

"Guys, you should check this out!" Gwen says, while standing near a telephone booth that had a loose wire in it. "It seems those animals weren't the only thing that were fossilized. It's like someone turned the slate into sand by standing on it."

"He was probably on hold." Kevin quipped as Vanessa snorts and raise her hand.

"Nice."

She says as Kevin grinned and gave her a high-five. Ben eyed the telephone booth with a thoughtful look on his face as Zeda flew by his side and poked his shoulder. Gaining his attention as Zeda flew behind the telephone booth and pointed at the ground, where a large trail was seen.

"Nice find, Zeda." He said as Zeda grins proudly at the praise. "It seems this trail leads to the police station, then to does-I guess they're apartments." He said, while examining the ground.

"Just to review someone stood here a millions years ago and then walked to those apartments that were built 50 years ago?" Kevin asked.

"You're not helping. These could be signs of serious DNAlien activity, and it's up to us-"

"DNAliens are not doing this!" Gwen says, while interrupting her cousin. "Does that looks like a DNAlien to you?" Gwen asks, while pointing at something as the gang turned around and saw a large blue creature heading towards them at high speeds.

"Finally something worth the gas." Kevin says, while absorbing the ground below.

"…Okay, what the hell is that thing?" Zeda asked as Vanessa brought out her Zennatrix and planted it above her chest.

"It kind of looks like a giant lava lamp." Vanessa says as Ben brought out his Omnitrix and slammed the core down, causing a green light to occur and once it disappears, we see him transforming himself into Chromastone.

"Chromastone!" He says as Vanessa slams her Zennatrix down and transforms into Hyper-Bolt.

"Hyper-Bolt!"

She screams as she speeds pass her team and rushed at the mysterious creature. The creature didn't seem to be faze by her as it easily sidestepped away and headed towards a building. The gang chased after it as the creature scraped against the building and caused it do de-age as it became unstable and started tilting over.

"Look out!" Ben screamed as Vanessa grabbed Gwen and sped off, while the boys rolled out of the way as Zeda stood still and let the building fall on top of her. The gang panted heavily from the close call as Zeda floated off from the rubble of the destroyed building, obviously unharmed since she was a hologram, and floated over to her teammates.

"Great. He got away." Hyper-Bolt said with a deadpanned voice as she and the others noticed that the creature was gone.

"Man, I barely did anything." Zeda says grumpily as Vanessa and Ben transformed back to normal, while Kevin took off his armor.

"At least the building it destroyed wasn't the library."

"You really love the books."

"She is saying we have to do research, find out what that thing is. All we know so far is that it's looking for something here on the base." Ben said as Vanessa turned to Zeda and nudge her shoulder.

"Hey, Zeda. You wouldn't happen to know what that thing is, right? Is it an alien?"

"Even if it was, I wouldn't know. And that's saying something since I basically know every single alien life-form in the universe, thanks to my father." She said, before grabbing her friends hands as she started leading them towards Kevin's car. "Come on, lets not dilly dally. The faster we find the nearest library, the faster we can solve this mystery."

{Time Skip}

The story then skipped as we see Gwen working on old computer at the library, while the rest of the team stood by her as they waited to see what she find.

"This films are really corroded, but it looks like this base was built was some kind of time experiment called 'Project Paradox'."

"Who wouldn't pick the dessert outside of Bellwood to do some top secret research?" Kevin said sarcastically.

"They built it here, because of the huge quartz deposit." Ben said.

"How do you know that?" Vanessa asked as Ben shrugged.

"Quartz time? Maybe they were trying to build the worlds largest wrist watch?" Kevin said, trying to make a joke but it failed miserably.

"Boo!" Vanessa said as Zeda looked closely at the computer screen and saw a photo of a man.

"Who is that?" She asked as Ben looked over at the screen, but couldn't find his name.

"I don't know, his name has been censored. Whoever he was, his paradox theory was the basis of some kind of experiment tunnel through time."

"Lets check out the lab where the experiment was held to see if we can find any more clues." Vanessa suggested as she and the others headed out to the lab where the experiment took place.

"Whoa." That was the one word that the gang could only utter at the sight of the deserted lab. The lab was a complete mess, like no one was bothered to clean it up after they left it. But the weirdest part was that there was a large machine at the end of the room and the equipment around it seems to stretch into it.

"Looks like my place after that big party I threw last weekend." He said as Vanessa gasps dramatically and puts a hand in her heart.

"You had a party at your place and you didn't invite us? How rude." Vanessa says as Kevin rolls his eyes at her.

"Trust me, you can't handle my type of party's." He said with a grin as Zeda floated above his shoulder and gave him a confused look.

"You have a place? I thought you lived in your car." Zeda asked, causing Vanessa to laugh as Kevin glared at the confused AI.

"Guys, look! That thing has been here too" Gwen said, while pointing at the burned trail on the ground.

"Only one trail. Either it came here and vanished..."

"...Or it was born here." Gwen said all mysterious like.

"Geez. If that machine is the mother, then can you imagine who the father is?" Vanessa quipped and before anyone can retort, a loud and gravelly noise was heard throughout the lab.

"Its here!" Zeda screamed, while generating electricity in her arms.

"Look, if this is about the father quip, I apologize!" Vanessa screamed out loud with a scared grin as Ben activated his Omnitrix and transformed himself into Swampfire.

"Swampfire!" Ben screamed as he ran into another room, where the growl was coming from, and grabbed something from out of the shadows. "Got you!" He screams as he pulled up a figure, who turned out to be the man from the news article.

"Swampfire? That takes me back...or is it forward? Its so hard to tell, Ben. Have we met?" The man asked as Ben stared at him confusedly and let go of him.

"How do you know my name?"

"Have we met yet, I suppose the question was." He says as he ignores Ben's question, either it was intentional or not, it was hard to tell.

"Hey, its that dork from the photo, the paradox guy." Kevin says, recognizing the man's face.

"You haven't changed at all in 50 years." Gwen says with a shock look, not believing how young the man looks.

"Oh, considerably more than that. Gumball?" He asked, before raising an eyebrow as he saw Vanessa eying him as she stood beside an armored up Kevin. "I'm sorry, but...who are you?"

"I'm, Vanessa. But the better questing is, who are you?" She asked, but the man ignored her as he walked up to her and inspected her. "Um, what are you doing?" She asked a little bit creeped out from the man's intense stare as he looked down at her Zennatrix and snapped his fingers in realization.

"Ah, yes. Now I remember you, your Vanessa Ashido Cunningham! Sorry I didn't recognized you at first, my dear. But your hat and glasses covers your face very well."

"Your middle name is Ashido?" Ben asked Vanesa, who was embarrassed to have her middle name revealed to her friends.

"Yeah, I don't like talking about it. Anyway, who did you know my middle name?" Vanessa asked as the man put a hand on his chin and gave her a thoughtful look.

"Tell me, my dear. Are you the Vanessa that is Ben's best friend and went with him on his summer vacation or are you the Vanessa that ran away from an abusive father and joined Ben's team later on?" He asked as Vanessa went pale at the mention of her father and looked away.

"Uh, the second one I guess." Vanessa says quietly as Ben and the gang gave her a concern look.

"Splendid!" He said, completely unaware of the gang's angry looks. "Sorry for making you relive tragic memories, my dear. But I needed to confirm."

"I-Its okay, I guess." Vanessa says, while looking at the floor as Swampfire walked up to the man and glared at him.

"Who are you? What's your name?"

"You just read my files, I was rather hoping you could tell me. It slipped my mind several hundred years ago."

"Did he just said several years?" Kevin said, not believing what he just heard.

"Did you just said-Hey!" Swampfire asked, before letting a surprise shout as the man suddenly disappeared and reappeared at the other side of the room.

"By the way did you happen to see a space time anomaly around here did you? About ye big, incredibly destructible, virtually unstoppable. No?" He asked, but he didn't get a respond since the teens were staring at him in shock. "I must be thinking of a another time. Ta-Ta!" He said, while walking into a room as Kevin chased after him, but to his shock the room was empty.

"Where did he go?" Vanessa asked as Gwen looked out the window and gasped.

"He's out there!" She says as Ben and Vanessa walked over to her and saw the man leaning on a lamppost with a calm expression on his face.

"He's obviously connected to the creature, we need to talk to him."

Oh yeah, we'll talk" Kevin said, before suddenly charging through the wall as the gang stared at him, shocked over his rash actions. "Right, after I pound him!"

He screams as he charges at the man, who only grins at him as he went behind the lamppost and disappeared again. The gang sweat dropped as Kevin let out a yell and ran through multiple buildings, effectively destroying each in every on of them.

"Was in there?" The man said, suddenly appearing by Vanessa's side as she turned to him and her jaw dropped.

"WHOA! WHERE THE HELL DID YOU COME FROM!?"

She screamed, while pointing at him as the man grinned at her surprise face and took off her glasses.

"HEY! GIVE THOSE BACK!" She screamed, while covering her face as the man made a 'Come and get me' gesture and ran behind a house. Ben instantly reacted as he ran inside a house and blew up a wall to catch up to the man, but he disappeared again.

"That was public property you know?" The man said as he suddenly appeared behind Vanessa, who turned around to face him as he put on her glasses and disappearing again.

"Whoa, how does he do that? I don't think even Hyper-Bolt can move that fast" Vanessa said as a cough was heard, causing the gang to turn around as they saw the disappearing man standing by a local building.

"Its called walking, young Cunningham." He said, before appearing by Kevin's side. "Strolling, really?" He says as Kevin walked forward and grabbed him by his lab coat.

"That's better."

"Easy on the lab coat, its twelve hundred years old. Anyway, thanks."

"For what?" Swampfire asked, confused by the man's question.

"Well, I had a feeling that if we made a loud enough racket he'd showed up." He says as the gang looked around and saw the blue creature from before showing up from out of nowhere.

"Finally something we can hit!" Kevin said excitedly, not noticing the nervous look the man was giving him.

"Oh, I really don't that is a good idea!" He warns as Gwen as looked over the creature and observes closely at the trail it makes.

"Those trails, they're not burnt marks. They're aged. The creature can accelerate time!" Gwen concluded.

"Very good." The man says as Zeda looked at the creature flabbergasted, not believing what she was hearing.

"B-But that's impossible! Only Chronosapiens have the power to reverse time! How is this possible!?" Zeda screamed as the man laughed at her freaked out look and patted her head.

"Oh, young Zeda don't fret. There is a lot of things about the universe that you still don't know about." He said as Kevin ran pass him and charged at the creature, completely ignoring his friends screaming at him to come back.

"Not so fast, ugly!"

He screamed as he threw a punch...only for it to go through the creature's body as his armor came off and soon his whole body started aging. Kevin doubled over in pain and fell on the ground as the creature ran off and the man went after him, Ben and the rest went over to check up on Kevin as they turned him to his side and gasped in horror as the creature made Kevin grow into an old man.

"Kevin!" Gwen screamed as Vanessa and Zeda helped the old man up to his feet, while Ben changed back to normal.

"Just touching that thing aged him 60 or 80 years. We got to get him to a hospital." He said worriedly as Vanessa gave him a look.

"Uh, Ben? I'm not sure a hospital will help him, what we need is the fountain of youth." She says with a grin as old Kevin came back to his senses and glared at the girls holding him.

"What are you doing? Get your hands off of me!" He says with an old man voice as he brushed off the girls and dusted off his pants.

"Come on, Kevin. We're going to get you some help." Gwen said, while giving him a concern look.

"What do you mean help?! I'm gonna kick that things keister!" He said angrily, while kicking the ground as Vanessa chuckles.

"Did you just said 'keister'?" She asked as Kevin glares and pointed a finger at her.

"Don't laugh at me, Cunningham! Or else I will-AH!" Kevin said, before howling in pain as a loud crack was heard.

"Are you okay?" Gwen asked

"My back is killing me, my legs ache, and what's up with these shoes!? Is it too much to ask for a little support?" He ranted as Zeda looked him over and hummed thoughtfully.

"Huh? He is acting like an 80 year old man."

"Yeah, a real irritated short-tempered grouchy old man." Gwen said as Kevin put his hand on his ear.

"Why are you whispering?"

"In other words aside from the male-pattern baldness, he is pretty much the same as always." Ben said as he and Vanessa snickered. "Come on, old man. Lets go find you car." He says, while grabbing Kevin's hand.

"Why are you whispering again?" He asked, but they ignored him as they headed out to find Kevin's car.

 **And done! Fun fact I was originally planning on doing the original Ben 10 series with Vanessa as Ben's cheerful and perky best friend that joined him on his summer adventure, but then I decided against it since I wanted them to have a romantic relationship and with how arrogant and childish Ben is, that is clearly never going to happen.**

 **Anyway as always, I will talk to you all later.**


	25. Episode 8, Part 2

**And new chapter! I really hope you guys enjoy the chapter, since it took me like 5 days to make this. Which is kind of weird, since it usually takes me like two days to make a chapter, three if I was having a bad day... Anyway I don't own Ben 10, only my OC'S.**

 **NOW LET'S GET ON WITH THE STORY!**

The story starts with the gang staring blankly at Kevin, who was currently jamming his keys into a cactus, thinking that it was his car, thanks to his near-sightedness. The girls desperately tried to keep their mouths shut and not laugh at the sight of Kevin jamming his keys into a cactus as Ben walked over to him and took his keys from his wrinkly hands.

"I'll take those." Ben says with a grin as Kevin glares at him.

"What do you think you're doing?"

"Driving."

"Don't even think about it. You don't even have a driver's license!" He screams, not liking the idea of anyone besides him driving his car.

"Grandpa Max taught me, and it's an emergency. Your nearsighted, arthritic, your reflexes are shot…and you're trying to unlock a cactus." Ben says as Gwen face palmed with an amused smile on her face, while Kevin looked over at the cactus confusedly.

"Can I drive?"

Vanessa asked with a hopeful look on her face as the boys turned to each other and their faces went pale as memories of Vanessa's reckless driving came into their minds.

You see a few months ago when the gang got the Rustbucket back from Argit and Kevin fixed it, Vanessa asked the boys to teach her how to drive the RV…let's just say that after that lesson, Kevin needed to fix the RV again and Ben had to go to the hospital.

"NO!" The boys instantly answered causing Vanessa to pout as she crossed her arms and reluctantly sat in the front seat.

"Well, if you guys need me, I'm going to take a quick power nap to recharge my batteries. Call me, if you need me." Zeda said as she waved them goodbye and disappeared into the Zennatrix.

"You should've gone out on a date with me when I was young and handsome." Kevin said to Gwen, who gave him a smirk as she sat beside him in the backseat.

"You were too immature." She says as Ben inserted the key in the ignition and started up the car.

"What about now?"

"Too old."

She says with a grin as Kevin slumped dejectedly on his seat and grumbled angrily. After warming up the car, Ben put his hand on the gear and set it to reverse as he looked at the rear-view mirror and tries to gently back up the car…only to crash against a few trash cans as he stepped on the gas pedal too hard.

"Whoops." He says with a smile, not feeling bad whatsoever.

"It's not a bumper car!"

"Can I take the wheel now?"

"NO!"

The boys screamed, causing Vanessa to shrink from their yells as she was about to say something. When suddenly the building in front of them exploded and the blue creature from before, appeared out of nowhere and charged at them.

"Back up! Back up! Back up!"

Gwen screamed as Ben stepped on the peddle and hastily drove backwards, the gang hold on for dear life as Gwen looked at the rear-view mirror and saw the creature suddenly appearing behind them, leaving behind a blue trail as it goes.

"Ben on the right!"

Gwen said as Ben stepped on the brake and turned the car around, before heading towards an alleyway as they drove through a wall of wooden planks and appeared in the center of the town. The young omnitrix wielder tried his best to loose the creature, but no matter how many turns he make, the creature always seem to find them somehow as it appeared behind Kevin's car and touched it.

The young heroes eye's widen as they watched a blue light enveloped the whole car and soon it was turn into rust. Ben, Gwen and Vanessa looked over their bodies and sigh in relief, glad to see that only the car was aged up and not them, but not everybody was feeling the same thing.

"No! No! Not the car!"

Kevin screamed in despair, while holding his head as Gwen put a hand on his shoulder to comfort him. While Kevin was mourning over his destroyed car, Vanessa cautiously looked out the window and her eyes widen in fear at sight of the creature reaching out its hands to touch the car again.

"Uh, Ben? Don't mean to alarm you or anything, but the creature is going to touch the car again, do something!" She screamed as Ben looked around his surroundings and spotted a wooden ramp that was coincidently pointing up to the roof of a small building.

"Hang on!"

Ben screamed as Vanessa throws herself at him and hugged him by his waist.

"…I meant hold on to the car!" He said with a blush as Vanessa grinned sheepishly and was about to let go of him, when suddenly Ben stopped her. "On second thought you don't have to let go of me, if you don't want to."

He says with a flustered grin as Vanessa smiled and hugged him again as he drove up the ramp and landed harshly on the roof of the building. The gang quickly got out of the broken car as Zeda appeared before them and yawned as she stretched out her arms.

"Ah, that was a good nap. What did I miss?" She asked as Gwen gave her a blank look and pointed at Kevin's rusted broken car. "Oh. Yikes."

"You are never driving my car again!" Kevin screams angrily, while being held by the girls as Ben looked over at the car and saw that the doors had falling off.

"True."

"I told you I should've drive."

"Where have you been?" A familiar voice said, causing the team to look up as they saw the lab coat wearing man from earlier, standing in front of them with a pocket watch resting on his hands. "You were supposed to get here 6 seconds ago or is this thing running fast?" He says, while staring at his watch with a confused look on his face.

"Who are you anyway? What are you doing here?" Ben asked, fed up with the air of mystery that surrounds this strange man.

"How do you know who we are?" Vanessa asked.

"What is that creature?" Gwen asked.

"How can it accelerate time?" Zeda asked.

"Can you fix my car?" Kevin asked hopefully.

"There is something different about you." The man said, referring to Kevin's old state as he walked towards him. "Is it your hair?"

"Yeah. I'm parting it down on the middle and I also got real old!"

"And cranky. Well, more so than usual." Vanessa added in, not noticing the glare Kevin was giving her.

"Don't talk to me about old. I walk an eternity." The man, his voice going dark for a second.

"Well, you better start _running_ in eternity, smarty guy!" He shouts, while shaking his fist on the air.

"Hmm, you might slow us down. I need to fix that. We'll come back over there." He says, while pointing to their left as the team turned around and saw him walking out with Kevin, who was back to his original age.

"What the…?" Zeda asked, while looking down and saw that Kevin disappeared from the girls grasp. "How did he…?" Zeda asked her master, who gave her a shrug.

"Don't know. But at least he helped Kevin." Vanessa says as Gwen ran after Kevin and hugged him.

"Kevin, I can't believe it! You're good as new!"

"Well, my back still hurts a little. If I could just lean on you,"

He says, while leaning on Gwen as she slapped him playfully on the chest, but didn't pulled away from the hug. "Alright professor, if you wouldn't mind fixing my car." Kevin said to the lab coat wearing man, who looked at him like he said the most craziest thing in the world.

"How do you expect me to do that!? I'm a time traveler, not a body shop! Regressing a car would break all corneal laws of space and time-"

"Bullshit. You don't want to fix Kevin's car, because you don't want to risk breaking the running gag of the show." Vanessa says with grin, while pointing an accusing finger at the man.

"…Okay, you got me there, Cunningham." He says with a laugh as he put his arm over her shoulders and led her away from the team. "I have to say my dear, it's been a rather long time since I seen someone else break the fourth wall, instead of me."

He says, before getting a serious look on his face as he leaned over to her and whispered to her ear.

"But I do suggest that you tone it down a little bit or else your friends will find out what they really are and there will be 95% percent chance that our little universe will collapse!" He said with a hush tone as Vanessa slowly nodded and gave him a thumbs up.

"Okay, I will stop for now. But it doesn't mean I will stop forever!" She said with a cheerful grin as the man laughed and ruffles her hair.

"I know my dear, I'm just saying to be cautious is all."

"Don't worry, I will!"

"Ok, enough!" Ben screamed as he ran in between them, not knowing what they were talking about, but he had other pressing matters to attend. "I want some answers, now!"

"Same old, Ben Tennyson. Your even more like yourself now than you are in the future. Which for obvious reasons, I can't tell you."

"You want me to hurt him?" Kevin said, while punching his hand into his fist.

"What can you tell us, Mr. Paradox?" Gwen asked as the man eyes widen at the name and rubbed his chin thoughtfully.

"Paradox? Oh, yes that'll do very nicely. I'll tell you my story in a way you can understand with a beginning, a middle and an end."

He said with a grin as he pulled out his pocket watch from his lab coat and opened it as a flash of blue light occurred and suddenly the teens were transported into the past 50 years ago. The gang blinked in surprise as they saw a young Professor Paradox performing his time experiment, while being supervised by the general and a couple of scientists.

"We'll start in the middle. Los Soledad was built entirely because of my ingenious theory. A time tunnel utilizing the properties I discovered using in quartz crystals, which would allow us access to the pass and the future events. " He said as he and the others watched as the professor's experiment went awry and with no time to run, the professor was forcefully sucked into the portal.

"Yeah, well for a 'genius' looks like you blew it."

"You don't know the _half_ of it. Some tiny miscalculation on my part, destabilized the experiment and ripped a hole in the fabric of reality. I was hurled into the event horizon, I must've spend one hundred thousands years in there. I didn't need age or need to sleep or sleep. Just exist."

"Heh, sounds boring."

"Kevin!" Vanessa said as she elbowed him in the gut, before giving Paradox a sad look. "That must've been horrible."

"Oh, it was. At first I went mad of course, but after a few melena I got bored with that and went sane, **very** sane." He said with a haunting look on his face as the team sweat dropped at him, while Zeda fearfully hid behind her master. "I began to learn. I now have total understanding of the space-time continuum! Allowing me to travel anywhere and anytime I want. Within reason, of course."

"...Wow...that actually explains a lot." Zeda said with a shock look on her face as the others nodded in agreement.

"So, where's your time machine?" Kevin asked.

"He doesn't have a time machine, he has a map in his head." Ben said in realization as the team got wide eyed from the information.

"Exactly! I know where all of the shortcuts are, I spent a thousand lifetimes crisscrossing the time stream making it a better place."

"And how's does that pay?" Kevin asked.

"For the moment, not even in job satisfaction." He said as he walked forward and suddenly the team were standing in an empty room with two chalkboards placed in front of them. "You see I recently discovered that some kind of extra-dimensional creature is going to wreak havoc across the universe."

"So? The way you talk, you take on monsters like this all the time. Why is this one different?" Ben asked as Paradox picked up a chalk and drew something on the chalkboard.

"Because, unlike the thousands of foes I've faced before, this extra dimensional creature came into our plain of reality the moment my experiment went awry."

"Oh, so just to be clear, its your fault?" Kevin asked with a grin as Gwen walked forward and gave the professor a suspicious look.

"This creature hasn't been lurking around here for 50 years, we would have known about it." Gwen said as the professor gave her a mischievous smirk and turned to the chalkboard.

"Time is like a river." He said, while drawing more pictures on the chalkboard. "It moves, flows, and bends. 50 years ago, I accidently set off a death charge in that river. The creature, I released was blasted 50 years through time to your present. Doing this to your future." He said, while making more drawings as Gwen shook her head and gave Paradox a confused look.

"But, all its doing is messing up an old army base. Why is that problem at all? Why not just leave it alone?"

"That's a better question for the man in the moon."

"Who? Santa?" Vanessa asked, receiving odd looks from her friends. "What? When I was a kid, my mom used to tell me that Santa lives on the moon, instead of the north pole, so that he can watch over us more easily." She said as the professor gave her a puzzled look, before shaking his head.

"No, Vanessa. Santa is not the man in the moon. I am!" He says with a cheeky grin as the team looked around and gasped in shock, which probably wasn't a good idea, since they were literally standing in the middle of the freaking moon!

"Were on the moon." Ben said, looking quite casual for some reason.

"No, we're on the moon in your distant future."

"Wow. So, this is space? It's so beautiful." Vanessa said, while looking around the moon in astonishment. However, not every one was appreciating the view.

"What!? How are we not suffocating?!"

"Good question. Not remotely the point though." Paradox said as Kevin glared at him. "Imagine what the earth will look like in 200 hundred years, say, with that time monster wandering all over it, aging everything that crossed it's path to dust. For those of you who have no imagination, the earth is up there."

He said as everyone looked up and staggered back in shock/horror at what they saw. What was once a beautiful planet is now a barren wasteland with no sigh of life, whatsoever. What was left is large craters, dead trees, dried up oceans and piles of fossilized skeletons of all shape and sizes, scattered across the planet like dead cockroaches.

"You brought us to the worst possible future." Ben said quietly, while staring at their dead planet in despair as Professor Paradox gave him a serious look.

"No, should I fail to stop that creature, this is your best possible future." He said as the group stared in shock and looked at the Earth in stunned silence...that was broken 5 seconds by another Paradox appearing out of nowhere, scaring the crap out of the teens.

"Not a pretty sight is it?" Paradox#2 said, while staring up to Earth with a grim look on his face.

"What are you doing here?" Paradox#1 asked.

"I'm allowing myself to feel the full impact of my failure."

"Oka, who is he?" Kevin asked, annoyed to see another Professor Paradox in front of them

"He's a parallel paradox!" Ben said in realization as Paradox#2 smiles brightly at him.

"Young Ben has an innate sense of transtemporal metaphysics which will serve him well in his future or should I say past?"

"And I drive good too." Ben said, while giving Kevin a cheeky grin.

"Eh, not really." Vanessa said with a laugh as Ben playfully glares at her and crosses his arms.

"Well, at least I'm not the only one. Need I remind you, what happened the last time you took the wheel?" Ben said with a smirk as Vanessa blushes and laughs nervously.

"We can breath on the moon in the future, but you can't fix my car?" Kevin asked, his annoyance with the man sky rocketing.

"What should I do?" Paradox#1 asked, ignoring the annoyed teen as he faced his future counterpart.

"Well, obviously not what I did. But whatever you do, you better do it quickly. Time is running out." Paradox#2 said as he pulled out his pocket watch and with a flash of blue light, the team were transported back in Los Soledad.

"Why come back here? Why don't we travel back in time and stop the experiment from ever happening?" Gwen asked as Paradox shook his head and gave her an amused look.

"Isn't it like an energy being to think outside temporal conventions?"

"I'm not an energy-"

"The experiment that releases the creature also unsticks me in time and that must happen because in all modesty-"

"...You saved the world dozens of times." Ben concluded.

"Hundreds actually. In fact, on one occasion, you and I worked together to save the entire multiverse, after Vanessa accidently reveals to you and your friends that you are actually carto-" He said, before stopping in mid-sentence as he realized what he was about to say. "...Never mind. It should be here in any-"

He said, before getting interrupted by a loud crash as the team turned around and saw the creature charging at them once again. (Jeez that thing never seems to quit does it?)

"...You could set your watch by it." He said as Ben and Vanessa turned to each other, before nodding in agreement as they pulled out their devices and simultaneously transformed into their respective alien counterparts.

"Jetray!"

Ben screamed as he opened up his wings and flew in the sky.

"Webtail!"

Vanessa screamed as she fires a web to a nearby building and used it to propel herself upwards as she did a flip mid-air and landed on a roof of a building. Jetray flew over to the blue creature as his tail glow bright and soon, he started raining down neuroshocks at the extra-dimensional creature, who simply absorb the blast as Jetray tried to blast him again but got the same result.

Once the young heroine saw the creature heading towards the building that she was standing on, Webtail crouched down and leaped off the building as she lifts up her tail and splashes the creature's face with her web. But she didn't stopped there as the moment she landed on the ground, she raised her four hands and blasted the creature with more webbing as she runs around it and effectively trapped the dimensional creature by covering it head to toe with her organic webbing.

Vanessa smiled at first, thinking that she won. But to her surprise, the creature easily escaped by turning her webbing into dust and charged at her like an angry bull as Webtail shrikes in fear and ducks. Professor Paradox quickly sprung into action as he threw a bunch of gumballs to stop the creature...and surprisingly it worked?.

"Whoa, thanks for the save!" Vanessa says as the professor nodded to her and smiled.

"Anytime."

"They hit it? Doesn't everything age into oblivion as soon as they touch it?" Ben asked, while landing beside Vanessa.

"Gumballs last a really long time. Look under your desk, now get back!"

He screamed as Jetray instinctively grabbed Webtail with his feet and flew in the air, just as the creature speeds pass them and headed straight for the rest of the team. Gwen hands glowed pink as she was about to shield her friends with her mana, when suddenly the Professor jumped in front of her and held the creature back with his body.

"Let go! He'll age into dust!" Gwen screamed as Jetray flew to her side and let go of Webtail, who transformed back to normal as he did the same.

"I exist outside of time, but I can still feel the eons passing!" He screamed as the gang stared at him worriedly. All except Zeda, who flew over to him a she gave him a determine look.

"Professor, let me hold the creature back!" She said as the professor was about to protest, but she cut him off. "I'm a hologram, so I can't age! Trust me, I can do this! Just let go!"

She said, surprising everybody as the professor gave her a concern look. Before nodding to her as he let go of the creature, who charged at the teens again as Zeda flew over to it and manage to grab it, just before it could reach her friends.

"Zeda!" Vanessa screamed, worried for her friend as Zeda turned to her and gave her a weak smile.

"It's okay, master! I got this!" She said, before letting a strained groan as the creature manage to push her back a little and caused her to nearly loose her grip on him as she stomps her feet on the ground and pushes him back. "I'll be fine, just figure out a way to stop this thing! I'll hold it off as long as I can!" She screamed as Professor Paradox turned to the teens and gave them a hasty look.

"Quickly, kids! We need to figure out a way to defeat the creature, before Zeda looses her grip on him. Any ideas?" He asked as Ben thought for a minute, before snapping his fingers as he looks up to the professor and gave him a series look.

"Paradox, take us back to the accident. Now!"

"But I told you-"

"Just do it!"

Ben screams as Paradox lets out a sigh and reluctantly transported them back into the past, where the experiment was first being held.

"Vanessa, Kevin, Gwen, the lab quick!" He yelled as the teens followed their leader's order and ran off towards the lab. "Professor, you and Zeda just keep that thing occupied." He said as he ran off, ignoring the elder man's protest as he ran after his team and they all entered the lab.

"Sure this thing is going to work? Your time machine has cost the U.S. government a pretty penny doctor." The general said as the team sneaked pass him and the scientists, quite easy if I might add, and made their way to the rest of the lab.

"-As to cost, I think the alleviation of untold human suffering throughout history is ample justification, General." The young Professor Paradox finished explaining, but Ben wasn't listening as he looked down at the ground with a thoughtful look on his face, causing Vanessa to give him a concern look as she crawled over to him and nudge him softly to get his attention.

"Uh, Ben? You, alright?"

"Why would it use the phone?" Ben asked suddenly, ignoring Vanessa's question as his team gave him a confuse look.

"What?" Gwen asked.

"The creature, it tried to use the pay phone. Then it went to the police station, then the dorms. It didn't act like some unfathomable trans-dimensional creature, it did everything a normal person would do-"

"...If they suddenly find themselves in an abandon military base" Gwen finished as Vanessa's eyes widen and her jaw dropped.

"Holy shit! Your right!"

She said as a bright light turned on, causing the team to shield their eyes as they turned around and saw the young professor paradox standing in front of the active machine with an expressionless look on his face. Vanessa stared at the machine in awe, before tensing as her keen senses picked up a weird sound coming to her right as she looked up and saw a random assistant (Hugo) backing cowardly away from the machine.

"Guys, check it out!"

Vanessa screamed as the others looked to where she was pointing at and saw the cowardly assistant backing away as he accidently bumped against a control panel and it blew up...for some reason. Causing the machine to malfunction as it started sucking up everything in the lab, including the professor as he tried to run away, but it was futile as the machine was to strong and soon he was sucked into the machine.

Hugo whimpered in fear/sadness as he watched his friend disappear into the machine and tried to run out of the lab, but he was quickly swept away from the force of the machine. Luckily, he managed to grab on to a nearby machinery, just before he falls in as he tighten his grip on the machine and lets out a scream for help. Ben narrowed his eyes as he sat up from the ground and slowly advances over to Hugo, while activating his Omnitrix as he scrolled through his list of aliens.

"Ben! You'll get sucked in, along with him!" Gwen screamed, while being held by Kevin as Vanessa looked over at Ben worriedly. Hoping that he had a plan as a hologram of Humongousaur appeared over the Omnitrix and Ben raised his hand.

"Time to put on a little weight!" He said as he was about to slam his hand down at the Omnitrix, when he suddenly he lets out a shout as the force of the machine finally caught him and he was sent flying in the air.

"Ben, no!"

Vanessa screamed in terror as she slam her hand down at her Zennatrix, while reaching out her other hand to grab Ben, just as he slammed his hand down at the Omnitrix and a green/purple light occurred. Momentarily blinding everybody in the lab as the general and the scientists shielded their eyes and waited for the light to die down. Once the light was gone, the general and the scientists stepped back in horror as two large bodies appeared out of nowhere and they both let out primal roars that shook the entire base.

"Humongousaur!" Ben screamed as he felt his body float in the air, before felling someone grabbing his hand as he looked down and saw Vanessa, in her Tetra-Girl form, grinning at him as she used two of her hands to anchor herself to the floor, while using her other two hands to grab Ben's humongous hand. (See what I did there?...No?...I'll shut up now.)

"Tetra-Girl! I got your back, Ben! Save the assistant!" She screamed as Humongousaur nodded and slowly reached out his hand to grab the whimpering assistant, who freaked out at the sight of him as he accidently let go and almost fell into the machine, but was luckily saved by Ben as he grabbed the man by his leg.

"Trust me. This beats the alternative. Vanessa pull us in!" He said as Vanessa nodded and grunted as she used every bit of her strength to pull them in...but it didn't work. Vanessa blinked in confusing as she gritted her teeth and tried again, only to get the same result again as she looked up to Ben and gave him a shock look.

"Ben, I-I can't! The machine is too strong, I can't save you!" Tetra-Girl said, while grunting in pain as she felt like her arms were about to pop off from her sockets.

"Yes, you can!" He screamed, while bringing Hugo to his chest as he gave his girlfriend a reassuring look. "I believe in you! You're the most strongest girl, I know!"

He said as Gwen gave him an offended look from the sidelines.

"No offense, Gwen!" He said, giving Gwen a sheepish look, before turning back to Vanessa.

"No, I cant'!" Tetra-Girl screamed with small tears in her eyes as she gave him a discouraged look and gasped in horror as she felt her grip on Ben's hand slipping.

"Vanessa, listening to me. You can do this!" He said as Vanessa was about to object, but he cut her off. "And don't tell me you can't do it, because that is a lie! You done a lot of amazing and ground breaking things in your life, you escaped from your abusive father, you inherited one of the three most powerful devices in the universe, you saved you're sister from turning into a monster and you managed to save Grover's Mill from bein taking over by the DNAliens. If you can do all of that and come out laughing, then you are certainly more stronger than you look. Now pull, Vanessa, pull!"

Humongousaur screamed as Vanessa looked at him with tears running down her face, before getting a determined look on her face as she tighten her grip on Ben's hand and closed her eyes. Ben and Hugo gasped in shock as blue energy swirled around the young heroine and her muscles started expanding as Vanessa growls a bit and furrowed her eyebrows in concentration. Before suddenly opening her eyes as she lets out a loud yell and swiftly pulls them back as Gwen raises her hand and quickly blasted the machine apart with a few mana bolts.

The young couple panted heavily as they got up from the ground and transformed back to normal as Vanessa looked up to Ben, before suddenly leaping at him as Ben caught her and was about to ask her what was going. When suddenly his mind went blank as Vanessa leans and kisses him, Gwen and Kevin smiled warmly at the couple as they watched them make out for a few minutes, before stopping as they smiled at each other and walked out of the building, while holding hands as Gwen and Kevin followed them.

Meanwhile with Zeda, we see her letting out a scream as the creature managed to push her off and charges at the professor, who braced himself as he waited for the creature to slam against him. When suddenly, he heard a soft grunt as he looked down and saw his old assistant Hugo, laying on the ground as he rubbed his head and looked up to him in surprise.

"Hugo! Of course. If it were a snake, it would've bitten me!" He said as Zeda looked at the scene confusedly, before looking up as she heard incoming footsteps and saw her friends walking out of the labs.

"Guys, you did it! You saved the world!" Zeda says as the team smiled at each other, before turning over to the professor as they gave the time-travelling hero a smug look.

"Oh, don't look so smug! I would have figured it out!" He said as Ben and Vanessa turned to each other and smirked, while still holding hands.

"Well, I don't know? It took 100,000 years for you to figure it out."

"While, we figured it out in only a few hours." Vanessa said with a laugh as the professor glared at them, before letting a small smirk cross his face as he snapped his fingers and the team were back to the present.

"Well, I have to admit. I'm impressed. All those centuries trapped in the event horizon, and it never occurred to me that the accident wasn't my fault. Your much smarter than you were when I met you later."

"Thanks...I guess."

"What happened to him, your assistant?"

"I lived a good life." An old voice was heard, causing the professor and the team to turn around and saw an old Hugo walking towards them with a cane in his hand.

"Hugo!" Paradox says, happy to see his old friend as he walk towards him and shook his hand. "How are you?"

"Well, you look the same and I haven't seen you in 50 years."

"Well, I haven't seen you in 100,000. But you don't look that bad, how was your life?"

"Good, a good life. But I'm-I'm sorry about the experiment. I ruined everything. I never got to time travel."

"Would you still like to?" He asked as Hugo gave him a surprise look, before getting a big smile on his face as he nodded.

"Yes. I am not afraid anymore." He said as Paradox smiles and brought out his pocket watch.

"Glad to hear it. How about a behind-the-scenes look at eternity." He said as his pocket watch glowed brightly and a blue portal appeared In front of them. Paradox and Hugo smiled at each other as the professor put a hand on his friends shoulder and entered the portal.

"At least he got company now. I wonder if we will ever see him again?" Gwen asked as Vanessa was about to open her mouth, but Paradox warning came into her mind as she shook her head and shrugged.

"Don't know. I guess only time will tell." She says with a grin as the others groaned at her lame pun.

"Master, why?" Zeda said as Vanessa laughs and waves her off as she disappears into the Zennatrix.

"Oh, and thank you for stranding us in the middle of nowhere!" Kevin screamed at the empty space, where the porta used to be.

"Come on, we have a long walk home." He said as he and the others walked pass a building, before stopping in their tracks at the sight of Kevin's fixed up car.

"Oh, ho, ho, ho! Stoked!" He said, while running over to his car like a kid receiving a present for Christmas.

"It looks new!" Gwen says.

"It doesn't just _look_ like new, it _is_ new. Its factory new from 30 years ago. Paradox, I take back everything I was about to say to you." He said as Gwen sat in the front seat, while Vanessa sat in the back and Ben was about to follow, when suddenly he noticed a note on the windshield.

"Hey, look guys. I found a note."

"What does it say?" Vanessa asked.

"Kevin, try to keep in mind that if this car come in contact with anything else from 1976, it will explode like antimatter. Enjoy, ~Paradox."

"He's kidding, right? That some kind of time traveling joke, right? Isn't, guys?" He asked, but he didn't get a respond as he and Ben entered the car and drove off.

"Wait. There something else on the note."

"What is it?" Gwen asked as Ben looked at the note closely and raised an eyebrow.

"P.S. Vanessa, I hope you remember the talk we had earlier." He says as he looked over at Vanessa and gave her a confused look. "You guys had a talk? What did you guys talked about?" He asked as he and the others turned to Vanessa, who was sweating nervously from their stares as she twiddled her thumbs and looked away.

"Uh...um...look a DNAlien!" Vanessa screamed, while pointing at a random location as the team looked behind them, not noticing a purple light as they looked back and saw Vanessa running in front of them, in the form of Hyper-Bolt as she waved at them and sped off.

"What a strange girl" Gwen said as Ben and Kevin nodded in agreement.

 **And done! Man that was a lot of fun to write, especially with the talk Vanessa and Paradox had. Anyway, I wanted to say to always remember to leave a review and a favorite, since I kill to have more of those...okay not literally, since killing is wrong.**

 **Anyway as always, I will talk to you all later.**


	26. Episode 9, Part 1

**And new chapter! So, sorry that it took to update, but my town was hit by a massive storm and shorted out the power in my house. I had no electricity for 3 whole days, luckily the power went on so, I can bring you this new chapter!...Anyway I don't own Ben 10, only my OC's**

 **NOW LET'S GET ON WITH THE STORY**

{Episode 9: Be-Knighted}

The story starts at the Bellwood's local gym, where we see our faithful heroine standing in the middle of a boxing ring as she smirked confidently at her opponent, who turned out to be her cousin Mikey as he gave her a grin and cracked his knuckles.

"You know Mikey, it's really great that you drove all the way here just to help me train." She said with a grateful smile as he smirked at her amusedly and casually puts his hands on his pockets.

"Eh, it's no trouble."

"No, seriously you are doing me a huge favor." Vanessa said, while eyeing him carefully as they both started circling each other. "Kevin was supposed to spar for me today, but he said that he had other business to attend. I would've asked Ben or Gwen, but they were too busy training by themselves on the other side of the gym."

"Vanessa, relax. Is not that long of a drive, besides it gives me a great excuse to visit you again. It's been quite some time since we see each other, it's always good to catch up with my favorite cousin…no offense, Sabrina."

He said, while turning to Sabrina, who was doing her own unique version of training with Ship. Which consists of Ship taking the form of a tennis ball launcher as Sabrina stood in front him, while wearing a blindfold as she threw a thumbs up at her cousin's general direction.

"It's okay!" She said, before squealing in pain as Ship launched a tennis ball that hit her shoulder, thankfully at half of its original speed. "Ow!"

"Sabrina, stay focused! You need to clear your mind and let your senses override your body. Let your senses tell you when the tennis ball is coming and dodge!" Vanessa instructed as Sabrina nodded and tried to dodge the incoming tennis ball's…keyword "tried".

"Ow!"

She yelped as a tennis ball hit her knee.

"Ow!"

She yelped again as a tennis ball hit her chest.

"Ow!"

She yelped once again as a tennis ball hit her stomach and caused her to double over as she fell on the ground and covered her face as Ship continued pelting her with tennis balls.

"I know that I'm technically the grownup and I shouldn't laugh, but this is too hilarious." Mikey said, while doubling over in laughter at the sight of Sabrina being buried alive by tennis balls.

"OW! THIS ISN'T WORKING! OW! SHIP! OW! STOP!" Sabrina screamed, while holding out her hands as Ship beeped at her worriedly and transformed back to his normal form.

"Are you okay?" Vanessa asked worriedly as Sabrina angrily took off her blindfold and stood up.

"No, I'm not fine. That _really_ hurt! Why am I doing this again?!"

"Hey, you were the one who wanted to be trained. I'm just doing what you wanted."

"By having Ship throw tennis balls at me?!"

"No…well, yes, but that is beside the point. You see Sabrina, since you're only 9 years old, you're punches and kicks won't work on a full grown man, much less an alien. So, for now your training will focus mainly on enhancing your senses and reflexes in the same way that our uncle taught me."

"Yeah, well, it still hurt." Sabrina pouted.

"Hey, if you think dodging tennis balls are hard, then try dodging shuriken's. Is not as easy as it looks and I should now, I have the scars to prove it."

She said as she lifted up her shirt and Sabrina face went paled at the sight of the numerous old scars littered across her body as Sabrina slowly turned to Ship and put on her blindfold.

"Let's do this again, but please try to go slower this time." Sabrina says as Ship nodded and transformed back into a tennis ball launcher.

"Shuriken's, huh?" Mikey asked to Vanessa, who nodded to him as he threw his head back and let out a long sigh.

"Yeah, that sounds like my old man, alright. Sorry you have to go through that." He said apologetically as Vanessa waved off his apologies and smiled.

"Its fine, you don't have to be sorry about that. I was the one who accepted his offer on swordsmanship training, without thinking of the consequences. And besides his training did pay off, I'll show you!"

She said with a mischievous grin as she charged at him and grabbed him by his wrist as she leaned over to him and bend his arm forwards. Causing him to scream in pain as Vanessa used the distraction to sweep him under his legs and managed to make him crash on the ground.

"That was just one of the many things that you're dad taught me." Vanessa said with a smug look on her face as Mikey let out a laugh and spat blood from out of his mouth.

"That was a very good move, Vanessa. But you're forgetting one thing."

"What?"

She asked as Mikey quickly leaped up from the ground and roundhouse kicked her stomach. Causing Vanessa to fall on the ground as she hissed in pain and held her bruise stomach.

"You forget that dad taught me a few things too." Mikey said with a laugh as Vanessa glared at him and stood up from the ground as she cracked her neck.

"Alright, tough guy. Let's see what you got!" She screamed as she rushed at her cousin and threw a serious of rapid punches. All of which he blocked with ease as he grabbed her fist and punched her jaw, before turning around as he raised his leg and threw an axe downwards kick.

"So, anyway I wanted to ask you something. Can you please explain to me, what Ship is? Because all that Sabrina told me was that he was her new…pet, but I'm still confused on what he really is."

He asked as Vanessa crossed her arms into an "X" and raised her hands as high as she could to block his kick. Vanessa gritted her teeth as the force of the kick stings her arms and caused her to bend down as Mikey grinned at her. Vanessa huffed at him as she used all of her strength to push her cousin off, before dashing at him as she delivered a palm strike at his chest, before giving him a killer uppercut that threw him in the air and crash against the ropes of the boxing ring.

"Well, since you said please I will tell you. Ship is an alien symbiote and his species are called The Galvanic Mechamorph's. They have the power to control machines and can apparently turn into one."

She said, while rushing at her cousin as Mikey spin around and threw a kick at her. Vanessa quickly stepped aside to avoid the kick as she leaped up and threw a heel kick that manage to hit his temple and caused him to fall down flat on the ground.

"The story of how we found Ship is complicated. You remember, when I told you that me and Ben went on our first date?"

"Yeah, you won't stop talking about it for weeks."

He said with a chuckle as he remembered the countless hours that his cousin talked about her amazing date and how she wish she can go to another one. Vanessa smiled at him, before raising her leg as she was about to stomp her foot on his chest and declare victory, when suddenly Mikey rolled out of the way and leaped a few feet away from her as they glanced at each other, before glaring determinedly as they circled each other again.

"Well, after Ben and me had our date. Ben's Omnitrix started beeping and suddenly a strange symbiote-like alien appeared out of nowhere and started attacking us. We fought with it for a while, before figuring out that he wasn't really out to attack us. He was just leading us to his master, since he needed help and Ship thought that we were plumbers by our alien devices. We followed Ship into the forest and saw a Galvanic Mechamorph trapped under the debris of his ship that was rigged to explode for some reason. Thankfully Ben saved us by turning into Humoungousaur and threw the bomb into space…it was actually kind of hot."

She said with a perverted smile as her cousin gave her a blank stare and charged at her, while she was distracted by her perverted fantasy. Thankfully her enhanced hearing saved her from being hit as she bends down and threw a back fist at his stomach, causing him to spat out blood as he fell on the ground and cringed as he felt a few of his bones break.

"Anyway long story short, we fixed his ship and as a reward he gave us, Ship. Sabrina took an instant liking to him and we had Ship ever since." She said as she walked over to him and was about to declare victory again, when suddenly Mikey grabbed her wrist and threw her on the ground as he jumped on top of her and pinned her to the ground.

"Hmm, Interesting. So, Ship is Sabrina's pet, huh? With that little alien by her side, Sabrina will be very helpful to you guys in missions." He says as Vanessa wiggled in his grip and manage to get her left hand free as she quickly threw a quick jab at his ribs, causing him to loose his hold as she rolled them over and now she was on top of him.

"Yeah, he has been extra helpful so far. I mean sure, he was a handful at first. Always taking over various machines in the RV, always barking at our mailman or popping in my shoes, but after a while he learned how to behave."

She said, before raising an eyebrow in confusion as she and Mikey heard a surprised squeak coming from behind them as they turned to look at Sabrina and saw her being licked in the face by Ship. Who was back in his original form as he continued licking his master's face uncontrollably, while ignoring the young girl's plead to stop...even though she was clearly loving on the account of her giggles.

"…Well, sometimes." She said with a nervous chuckle as Mikey sweat dropped at the scene. "But, after Ben gave me a book on how to domesticate dogs. Handling Ship has gotten really easier." She said with a cheerful smile as Mikey raised an eyebrow at the mention of Ben and a thoughtful look appeared on his face.

"You know that reminds me, I haven't talked to Tennyson about your guy's new relationship, yet. Maybe after our spar, I should go and have a talk with him." He said with a devious grin as Vanessa narrowed her eyes at him in silent anger and slammed his head on the floor.

"Michael Akeno Cunningham! I know the look, there is no need for you to be concern! Ben is not like other boys! He won't hurt me, so please don't scare him off!" She pleaded as Mikey gave her a sly look, before grabbing her waist with his legs as he threw her off and stood up.

"Aw, come on! I'm just going to talk to him, what's the big deal?" He asked as Vanessa huffed at him and stood up as she placed her hands on her hips.

"The big deal is that every time that a new boy remotely likes me, you always manage to scare him off before we even talk! Thank goodness that you weren't around, when Ben asked me out!" She screamed as Mikey crossed his arms and a dark look appeared on his face.

"Vanessa, you know what happened the last few times you dated someone. I Just don't want to see you cry again." He said as Vanessa soften and sighed exhaustedly.

"Look I know what happened last time, and the time before that, but still I'm a big girl now! I think I'm old enough to know if a boy is a jerk or not, so please just trust me, okay?" She asks, while giving him her puppy dog look as Mikey stared at her for a few minutes, before sighing as he threw his head back and nodded.

"Okay, okay, if you don't want me to talk with Ben, I won't."

"Really?" She asked hopefully.

"Yes…I will interrogate him instead." He said with a smirk as Vanessa face went red with anger and fumes came out of her ears as she clenches her hand into fist and was about to deliver a fatal punch, when suddenly the doors of the gym open and Kevin poked his head in.

"Hey, Cunningham's how is it going?" He said, while casually walking in as he jumped on the boxing ring and grabbed Vanessa by her arm. "Good? Great, come on Vanessa, mission time." He said hurriedly, while pulling Vanessa out of the ring as she looked up to him and gave him a confused look.

"Hey, wait! Where are we going? And what about training? I just barely started and I was about to kick Mikey's ass!" She screamed as Kevin gave her an impatient look and pulled her over to the exit.

"You can kick his butt later, for now we have a mission to do."

"Yo, Kevin! Can Sabrina and I come with?" Mikey said, causing Kevin to let out an irritated sigh, before nodding reluctantly.

"Yeah, sure whatever. But first we need to find Ben and Gwen." He said as Mikey perked up at the mention of Ben and grinned.

"Ben, huh? I been meaning to have a talk with him." He said, not noticing the angry look Vanessa was giving him as he turned to Sabrina, who was finally spared of Ship's licking and was now rubbing his tummy. "Yo, Sabrina! Training is over, is mission time!"

"Cool, come on Ship let's go!"

She says as Ship nodded and jumped out of her lap as he and Sabrina walked over to them and together, the group went to find the Tennyson's. After a few minutes of searching, they found Ben and Gwen training by themselves at the far end of the gym...well it was more like Ben training by himself by punching a punching bag, while Gwen supervised him.

Vanessa and Mikey cringed at Ben's sloppy technique, which consists of just throwing random punches and hoping that he land a good hit. They could tell that Ben had at least _some_ training, which obviously came from Gwen teaching him some of her moves, but it seems that Ben wasn't take it seriously like she or they do, since he is just punching the punching bag without any form or technique.

"I mean, it's great to have the Omnitrix and all, but there might come a time when it's not enough!" He said to Gwen, who was only paying half-attention as Ben continued punching the punching bag. "Got to expand my repertoire!"

"You're repertoire?" Gwen asked confusedly.

"Yeah. Hya!"

He said as he leaped up and threw a foutté kick at the punching bag. Those of you who don't know what foutté is, Ben just simply perform a roundhouse kick, while making sure that he hit the punching bag's side with the tip of his toe.

"That's Savate, and this is Karate!" He said, while punching the punching bag two times as Gwen rolled her eye's at him.

"I know, Ben. I thought it to you." She says as Ben jumped a few feet away from the punching bag and started jumping up and down.

"Yeah? Well, here's some good old Marquess of Queensberry boxing!"

He says as Gwen shook her head at him, before grinning mischievously as she pushed the punching bag over to Ben and with no time to react, the punching bag made contact with his jaw and knocked him to the floor. Vanessa giggled at the sight of Ben getting his ass kicked by a punching bag as Ben stood up and instead of getting mad at his cousin, a light bulb appeared on top of his head and he grinned widely.

"Good idea! Head butt!" He screamed as he lowered his head and charged head straight into the punching bag, but thankfully he was stopped by Gwen.

"He is a keeper." Mikey said cheekily as Vanessa crossed her arms and glared at her cousin. After a while of hearing Gwen and Ben talk, Kevin decided that he had enough as he threw open the doors and walked in.

"Okay, fun's over. I just set up a meeting for Ben."

"With who?" Ben asked as Kevin grabbed him by his arm and dragged him over to the exit.

"It's important, come on."

"With _who_ , Kevin?" Gwen asked with a strict tone, stopping Kevin in his tracks as he sighed and turned to his friends.

"Um…with the Forever Knights." He said with a nervous smile as the others gasped in shock and Ben got out of Kevin's grip.

"No way!" Gwen screamed.

"Are you crazy!?" Ben said, while looking at Kevin like he lost his mind.

"Hold it, hold it. They're in trouble." He said as Vanessa shook her head in confusion and waved her arms.

"Wait, wait, wait! Refresh my memory, but didn't you guys say that they were the bad guys?" Vanessa asked as the others nodded. "So, why do we care if they're in trouble?"

"Yeah, she's right. They aren't exactly friends of ours." She said as Ship suddenly let out a beep and sniffed the air curiously, before leaping out of Sabrina's arms as he started making his way over to Kevin.

"Ship? Where are you going?" Sabrina asked, while following Ship as the others continued on with their conversation.

"Now, hold on everybody. If the Forever Knights are indeed enemies of yours, then don't you think is suspicious that they are asking for your help?" Mikey asked as Kevin nodded.

"Exactly. Aren't you guys curious? They must've had a good reason, let's go see what they want." He said, not noticing that Ship slithering behind him as he sniffed his pants and growled.

"Wait a minute. They paid you didn't they?" She said as she and the others gave him blank looks.

"Aw, that hurts. Don't you think I ever do something out of the goodness of my hear-hey, what the hell!?" He said, before suddenly letting out a surprised scream as Ship jumped on Kevin's leg and started looking for something. "Sabrina! Tell your mutt to get off me!"

"Sorry, Kevin! Ship, you let go of him this instant!" She screamed, but Ship ignored her as he poked his head into Kevin's pocket and pulled out a small piece of alien tech.

"Hey! Give that back, you mangy mutt!" He screamed, while grabbing the small alien machine as he and Ship started playing tug-of-war with it and for some reason was Ship winning, much to Kevin chargin. "I said LET. IT. GO!" He screamed as Ship did what he commanded and let go, causing Kevin to fall on the ground as his team circled around him and glared at him. "Uh, this isn't what it looks like."

"Oh, so you're telling me that you didn't get the alien tech by trading with the Forever Knights." Gwen said with a raised eyebrow.

"...Okay, so it is how it looks like." Kevin said with a weak grin as Gwen rolled her eyes at him.

"Kevin!"

"He's got a point, though. If the Forever Knights are desperate enough to ask _me_ for help, we should at least hear what they got to say." Ben said.

"Still smells like trap, though. I'm not sure if this a good idea." Vanessa said as Ben smiled at her and held her hand.

"Don't worry, if anything happens I will protect you." Ben said, causing Vanessa to blush heavily as Gwen, Kevin, Sabrina and Ship were looking at the couple with sly looks, while Mikey narrowed his eye at the oblivious teen.

"G-Good to know, Ben. Let's g-go."

Vanessa stammered, while not making contact with him as she and the others headed out. Ben smiled and was about to follow them, when suddenly he was pulled away from the group by Mikey, who was giving him a predator-like look as he placed his hands on his pockets.

"Hey, Tennyson. Why don't you and me have a talk, before we head out." He said as Ben gulped from the look the older teen was giving him and smiled meekly.

"Uh, sure. What did you wanted to talk about?"

"Well, I heard from Vanessa that you guys are dating now, right?" He asked as Ben slowly nods his head. "Well, I just want to say that since I'm technically Vanessa's legal guardian, I'm responsible to what happens to her. And since she seems to be happy around you, I will give you my permission to date my cousin."

"Oh, well...thanks that means a lot." Ben says, surprised that the older teen wasn't going to hurt him as he was about to walk away, when suddenly Mikey stopped him.

"Oh, and one more thing. Vanessa may have never told you this, but she had a terrible luck in dating boy's. She only manage to go on a few date's with two boys, both of which broke her heart for vary reasons. Either, because she was flat chested or short, it doesn't matter. But what does matter is that since she speaks highly of you and you two have been dating for 3 weeks, I'm going to trust her judgement and let you two continue with your relationship."

He said, before roughly grabbing Ben by his collar as he leaned closer to his face and glared viciously at the poor shaking teen.

" **But, if I hear that you made my cousin cry, even once. I will find you and not even your Omnitrix will protect you from my wrath! Do I make my self clear?"** He said with a demonic voice as Ben nodded quickly and Mikey let him go. "Good. Now, come on. Lets go, before Vanessa ask questions."

He said as he walked out of the Gym, leaving behind a shivering Ben as he held his chest tightly and breathed heavily. Ben quickly placed his hand on the wall as he tried to catch his breath and wondered if Vanessa's cousin is secretely the devil?

{Time Skip}

The story then skipped as we cue at the Forever Knight's castle, where see the team following a blonde teen as he guided them through the hall's of the Forever Knight's castle. Earlier on, they saw a young boy standing beside the front gate as he walked over to them and introduced himself as Squire, before leading them into the castle.

"That's the most ridiculous story I have ever heard!" He says, after hearing Squire telling him the reason on why the Forever Knight's needed his help.

"Yeah, I mean it does sounds kind of farfetched." Mikey added in.

"No, it's all true. Everyone thinks dragons are creatures of myth, fiction, but they're real. At least one was, and is."

"Did you say 'is'?" Ben asked as Squire turned to the tapestry that was hanging beside them and started retelling an old tale.

"A thousands of years ago a handful of knights battled a giant fire-breathing dragon. They were the king's greatest warriors, but even they couldn't finish it off. All they could do was trap it and then build a stone fortress around it. Years went by. Dozens of farfetched dragon legends sprang up. But all the while, the knights passing the custody of the real beast down from father to son to grandson. Unfortunately, the dragon was invulnerable to every new weapon we tried on it. The latest was alien quantum-disassembler canon, we had high hopes for it and still do, but...the dragon escaped."

He said as the team stared at him dumbfounded, unable to comprehend what he said. Not only did they found out that dragons are real, one is released into the open world. There was no telling what kind of chaos that thing will bring to the city or how the populace will react to see a real fire-breathing dragon.

"Ben, we need you to help us."

"You're saying you want me to be part of all this? Be a knight?" Ben asked as his team gave Squire quizzical looks.

"Yes, Ben. Join us on our most noble causes." He said, while spreading out his hands dramatically.

"Do I get some of that cool armor?"

"Can I have one too?" Sabrina asked as she and Ben smiled childishly at the thought of dressing up like real knights.

"What is with you?" Gwen asked Ben, shocked at how he accepted the offer so easily without thinking ahead.

"What do you mean?"

"You see a bunch of old swords and axes and you're ready to jump in and start playing knight and shiny armor? There is still a lot, we don't know."

"Like?"

"Like, if there really is a dragon. I mean all they got for proof are these things."

Kevin said, while grabbing the tapestry as he pulled on it and it accidently rips apart.

"...Sorry." He said to Squire, who shrugged it off.

"Well, can I at least play knight and shiny armor? Ship can be the horse!" She said enthusiastically, while lifting Ship as he let out a scared beep. Not liking the idea of Sabrina riding him like a horse.

"Don't even think about it!" Vanessa said, while smacking Sabrina upside of her head as she glared at her. "Gwen and Kevin is right, there is still a lot we don't know. What if they are lying about the dragon? What if this was a trap?"

"Let me assure you that this isn't a trap and there is indeed a dragon, you have my word." A long haired man said, while appearing out of the shadows as he walked over to them. The man wore a knights armor, minus the helmet, with a red cape and the symbol of the Forever Knight's logo on his chest.

"Ben, Gwen, Kevin, Vanessa, Sabrina, Mikey-" Squire started, before getting interrupted by Sabrina as she glared at him.

"And Ship! Don't forget Ship!" Sabrina said, while holding her pet close to her chest as Ship beeped in agreement.

"...And Ship, this Connor, the greatest of all the Forever Knights!"

"At your service or whatever you guys say." Ben says as the man glared at him and stood straight.

"What I say, is that the Forever Knights do not have doubts. So, if you or your friends have any doubts, you don't belong with us." He says, rather rudely I might add, as Ben gave him an annoyed look .

"Hey, you're the one asking for help."

"Yeah, if you didn't have a problem then you shouldn't have called." Vanessa says, while standing by Ben's side as Connor glared at them.

"You insolent! The dragon will fall by _my_ hand!"

"But, sir..." Squire said, before backing away in fear as Connor turned to him.

"You take the purity of our order, by bringing in this...this..."

"This what?" Ben said, while reaching for his Omnitrix as he and the others had a stare off with the rude knight.

"Choose your words carefully..." Vanessa said coldly, while bringing out her swords.

"Or else, things will get messy...for you that is." Mikey said, while cracking his knuckles menacingly as Squire came in between them and turned to Connor.

"My lord, it's the only way." He said as Connor was about to protest, when suddenly the alarms went on and blared across the castle.

"What's that?" Sabrina asked as Squire and Connor ran over to a computer to check what tripped the alarm.

"We been monitoring the military frequencies."

Squire said as he and the others checked the video feed and their, minus Connor, faces went pale as they saw a real life fire-breathing dragon taking down military planes with ease. The video feed was then cut-short as the dragon took out the last plane and everything went silent.

"Are you sure you don't need our help?" Ben asked cheekily as Connor huffed at him and looked away.

 **And done! Man that was not easy to do, especially since I had to research different martial arts moves for Vanessa and Mikey's spar. Speaking a which, I hope you guys like the way their fight went and yes, Vanessa and Mikey know martial arts. The reason they don't use it much is that Vanessa prefers to use her swords, while Mikey prefers to use his aliens strength and power.**

 **Anyway as always, I will talk to you all later.**


	27. Episode 9, part 2

**I'M BACK! Did you miss me? I hope you did. Anyway I want to say that I am really sorry that it took like nearly a full year to update again, but things have been...heavy lately…but none of that matters anymore because I am back and it feels soooo good to write again! Oh, and also I don't own anything, except my OC'S.**

 **NOW LET'S GET ON WITH THE STORY!**

* * *

"So, we are actually going to do this? Were really going to fight a real life fire-breathing dragon? I don't know whether to nerd out or run for my life."

Vanessa said, a little bit intimidating by the sight of the huge towering dragon flying over their heads. After Connor had finally agreed, albeit reluctantly, to their help, the team had managed to track down the creature's location and were now going to confront it.

"Remember, all you have to do is stop it. Connor will do the rest." Squire said as Ben nodded.

"Got it." He said as Squire walked away.

"Okay, this might get a little intense." Mikey stated as he saw the dragon land before them. "Sabrina, I might need you and Ship to sit this one out for us. But we might need back up, so have Ship ready when we need him."

"Okay, good luck." Sabrina said as she and Ship ran off.

"What's it going to be this time? Humongousaur?" Gwen asked as Ben shook his head.

"Nah, Humongousaur's too close to what I'll be fighting. Got to figure that thing's had a lot more experience being a dragon than I have." Ben said as he activated his Omnitrix.

"Thinking it through, huh?" Gwen asked, a little impressed by her cousin ingenuity. Ben smirked at her, before slamming his hand down on the Omnitrix as he transformed into Chromastone.

"Chromastone!" Ben yelled as the dragon spotted him and spew fire, Ben had manage to successfully blocked his attack, before absorbing it as he blast it back to him.

"Come on, cuz! Time to bring the heat!" Mikey said as he slammed down on his Anamatrix and transformed into Blazepanzee.

"Aw, I was going to say that!" Vanessa retorted as she playfully glared at her cousin, before activating her Zennatrix and transforming into Wildfire.

Mikey smirked at her as he produced fire from his hands and used it to propel himself into the air as he flew after Ben. Vanessa followed in pursuit by ripping a chunk of rock from the ground as she used it to levitate herself off the ground and flew off. Back with Ben we see him still firing at the screeching beast, before stopping as the dragon shook his head and roared, but something in his roar seemed off to the alien hero.

"Weird, but for a second there, I thought you were trying to tell me something."

Ben said as dragon stared at him, before flicking him away with his tail as he shot fire at him. Chromastone grunted as he rolled across the ground, before leaping off as the fire blast flew pass him and scorched the ground. The dragon roared at him as Wildfire flew pass it and shot a fire blast in between his eyes, the dragon roared in pain as it raised his claw and swiped at her, causing Vanessa to make an aerial retreat as Blazepanzee flew passed her and landed on the beast's head.

The dragon roared in annoyance as it reached up to grab Mikey and glared at him, Ben saw this and decided to lend a helping hand as he blasted the dragon's hand. Causing it to let go of Mikey as he started free-falling into the air, but was caught by Vanessa as she sat him down safely and flew off towards the dragon. Wildfire grinned as she raised her hands and charged up her fire to blast the giant dragon, but to her own surprise her flames started changing colors! Vanessa looked at her body in awe as her flames changed from red to green fire in an instant.

"Whoa, I didn't knew I could do this! Now this is what I call fire power!"

Vanessa said as she raised her hands and blasted the creature's chest. To the teen's surprise, the fire had actually managed to deliver some serious damage to the dragon as it roared in pain and kneeled on the ground. Not wasting the opportunity Vanessa gave them, Ben opened fire at the creature and Mikey did the same.

"Nice one, guys!" Kevin cheered as Ship beeped in agreement, before stopping as he sniffed the air cautiously and leaped out of Sabrina arms.

"What's wrong Ship?" Sabrina asked quietly as Ship sniffed the air, before pointing to the right as Sabrina looked up and saw Sir Connor carrying a rather large looking alien gun in his hands.

"Ben's too close to the dragon." Squire whispered to Sir Connor.

"Pity."

He responded shortly as he aimed his gun at the direction of the dragon and pulled the trigger. Ben could only watch in shock/horror as an energy blast appeared out of nowhere and blasted the dragon, but because he and the others were too close to it, they were being blasted as well. Thankfully, because of his absorbing powers, he was only lightly affected by the blast, but the same couldn't be said by the others as immense pain hit them like a freight train.

The pain was too intense for Vanessa to bear as she lost concentration of her flight and crashed down on the ground. Mikey gritted his teeth as he saw Vanessa crashed down and no matter how much he wanted to check on her, the pain was simply too much for him as he face planted on the ground and went unconscious.

"Vanessa, Ben, Mikey, no!" Sabrina screamed as she looked over at Sir Connor and glared at him. "Sick him, boy! Sick him!" She ordered as Ship growled at Sir Connor and leaping into his gun.

"What on earth!?" He exclaimed with a gasp of surprise as his gun was coated by green and black goo, before sparking as it blew up and he was sent crashing on the ground.

"Ship! Ship! Ship!" Ship exclaimed as he pulled himself back together and leaped on his master's arms.

"Good boy, Ship! You saved my sisters life, after this I am going to give you a special treat." Sabrina said as Ship beeped joyfully and licked her face.

"Ugh…well, that smarts." Wildfire said, while getting up from the crater as she saw the dragon glared at Ben, before flying off. "And he got away, perfect." Vanessa said as Ben ran up to her and transformed back to normal.

"You're okay?" Ben asked worriedly as Vanessa smiled at him.

"Yeah." She responded as she rubbed her shoulder. "I'm pretty used to crashing on the ground as Wildfire, so I'm okay. What happened to Mikey?" She asked as Ben gave her a sadden look and pointed at Mikey unconscious body. "MIKEY!" She screamed as she ran over to him and looked him over. "Mikey, are you okay!? Speak to me!" She said as she lightly slapped his cheek to wake him up.

"Is he okay?" Ben asked as Mikey groaned from his unconscious state and turned over.

"Ugh, Mom I don't want to go to school. Is a waste of time and all the teachers hate me." Mikey said sleepily as Vanessa smiled at him and patted his head.

"Yeah, he is okay." Vanessa said as Ben nodded, before walking over to Connor as he glared at him.

"We need to talk." He said venomously as Sir Connor got up from the ground. "You used us."

"It wasn't personal. But if you or your friends get in my way again, it will become so."

He threaten and Ben's only response was turning into Humoungousaur, and slamming Connor and Squire to their car.

"You know where the dragon's headed, don't you?" Humoungousaur asked as Connor, despite his situation, laughed at his face.

"If you're trying to scare us, it's going to take a lot more than a stripling with a fancy wristwatch, right?" He asked to Squire, who nervously nodded.

"Absolutely!" Squire answered back as he timidly looked up to the towering alien. "We taken a sacred oath!" He said as Ben grew up to 60th feet and glared at him. "…6200 Prospect Blvd, where the freeway's meet!"

"What?"

"It's where the dragon's going!"

"Squire!" Connor screamed in anger, but the young lad ignored him.

"The Knight's found a huge relic the same time they caught the dragon. They didn't know what it was or what it did, so they hid it for safekeeping. They sent the relic to our lab to see if it had any technology they could use against the dragon. When it flew across the Atlantic Ocean, we figured it was connected to the relic somehow. And that's all I know, I swear!"

He screamed, while shutting his eyes as Ben transformed back to normal and nodded in satisfaction.

"That's fine, really." Ben said as he got in Kevin's car with the others, while helping Vanessa drag Mikey over to the car as they sped off.

"Wait, I almost forgot! They think the relic is alien, but they haven't figured out what it does yet!" Squire screamed as Connor glared at the direction where the teens went.

"Pathetic."

* * *

Vanessa worriedly glanced over to her cousin, who awoken from his unconsciousness as he rested his head on the seat and sighed deeply.

"Ugh, what hit me?"

"An energy blast from an arrogant asshole with a gun." Vanessa answered bluntly. "Connor betrayed us and tried to kill the dragon, along with us, but luckily Ship saved us." She said as Mikey glanced over to Ship and petted his head.

"Well, thanks for saving my life little dude." Mikey said as Ship beamed at him and licked his face, much to his discomfort. "Ugh, gross! Cut it out!" He said as the girls giggled at him.

"I'm telling you, when it roared it, there was a pattern." He said talking this friends as Vanessa and Mikey gave him their full attention. "And something else, that wasn't fire coming out of his mouth, it was more like a laser." Ben said as Kevin scoffed at him.

"So, you're saying the dragon was trying to talk to you? No way." He said as Vanessa shrugged.

"Hey, weirder things happen. I mean, me and the boys can transform into aliens. Gwen is part-alien, you can absorb metal and my sister has an alien pet that can take over technology." She said as Ship beeped in agreement. "Besides, I heard it talk as well."

"Me two." Mikey said.

"Ditto." Gwen said, before turning to Ben. "See what happens when you listen, Ben, and think?" She said as Ben smiled at her.

"Okay, even if it was talking, what would it be saying? I'm going to chew up like bubblegum."

"I got a theory, pull over." Ben said as Kevin pulled over the car, before parking it as everybody got out. The team walked over to the trunk as Ben opened it and pulled out an alien device.

"I knew I'd seen one of these before. What is it?" He asked as he studied the device.

"Galvan Universal Translator, it translates any language into any other in real time. Pretty common alien tech."

"The dragon had something like this around it's neck, but it looked busted."

"Then all we have to do is replace the broken one with this one."

"That's all, huh?" Kevin asked as he and the others jumped back in the car and drove off.

* * *

After a few hours of driving in the desert, the gang had finally managed to find the warehouse, where the dragon was hiding. After everybody got out of the car, Ben swiftly activated his watch and turned into Spidermonkey.

"Spidermonkey!" He screamed as he ran up to Gwen and snatched the G.U.T. (Galvan Universal Translator) from her hands, before climbing up the roof.

"Ben, wait for me!"

Vanessa yelled as she activated her Zennatrix and transformed into Hellbound.

"Hellbound!" She roared as she leaped up to the wall of the warehouse and swiftly climbed up to the roof.

"Guys, wait for us! Ugh! Does two are too much alike!" Gwen groaned in frustration as Mikey chuckled.

"Yep, that's my cousin. Ever the reckless one."

He said as we cue back over to Vanessa, who had managed to land on the roof as she stayed still and used her enhanced senses to try and locate her boyfriend. After getting a lock on her boyfriend's scent, she followed it and found Spidermonkey dangling on a spider web with a pissed of dragon in front of him.

"Whoa, whoa, whoa! Easy does it. I'm trying to help."

He said as the dragon grunted and shot a laser at him. Luckily Hellbound's enhanced reflexes came in handy as Vanessa leaped towards Ben and managed to narrowly push him out of the way of the fire. Both shape-shifters grunted from the harsh landing as Spidermonkey rubbed his head and gave his girlfriend a thumbs up.

"Thanks for the save babe."

"Do something stupid like that again and I won't be your babe." She said sternly as Ben gave her a sheepish look, before getting a panicked look on his face as he looked down at his empty hands.

"Oh, no! The G.U.T.!"

He exclaimed as he turned around and saw the device laying a few feet across from him, just as the dragon shot a laser blast at it. Thankfully, the gang had managed to catch up to them as Gwen raised her hands and protected the G.U.T with her magic.

"Nice, save!" He cheered as he used his webs to catch the device into his hands. "Vanessa, I'm going to need you to throw me at that dragon. The rest of you cover her."

He ordered as the team nodded and quickly went into action as Kevin grabbed a nearby ceiling beam and absorbed it's metal. He then noiselessly picked it up and threw it at the creature's face, while the attack didn't really hurt the dragon, it certainly did pissed it off as he roared at Kevin and shot another laser blast. Gwen sprung into action as she made a mana shield that not only blocked the dragon's blast, but managed to send it back to it as it hit him square in the chest and made it lost it's balance.

"Quick, Vanessa! While it's distracted!" Ben screamed as Vanessa picked him up with her massive paws and used all of her strength to launch him over to the dragon. Spidermonkey successfully landed on the creature's chest as he replaced the broken G.U.T. with the new one and jumped off as the team waited for something to happen.

"Leave me alone! Leave me alone!" The dragon screamed as the gang couldn't helped but to gaped at the now talking dragon.

"You _can_ talk?" Spidermonkey said in surprise as the dragon looked at him like he was an idiot.

"Of course I can talk. Why wouldn't I be able to talk?" He asked as Ben rubbed his head nervously.

"Well, I-I thought you were a, um..." Ben stammered as the dragon narrowed his eyes at him.

"A _what_?" He said, while huffing steam at his face.

"A-a monster."

"Yeah, well I thought you were a monkey." He retorted sarcastically.

"Oh, I don't really look like this." He said as Ben slammed his hand on the Omnitrix and turned back to normal. "See?" He asked as Vanessa transformed back to normal, while Kevin powered down.

"Sorry, all mammals look alike to me." He said as he blinked in surprise of Ben's transformation, but shrugged it off.

"I don't know if we should be offended or not." Mikey muttered to Gwen, who shrugged in response.

"It's not just you. Ben sort of does favor a monkey. Smells like one, too." He quipped as Vanessa stifled a giggle under her breath.

"Okay, enough of that." He said as he briefly glared at Vanessa, who smiled cheekily at him in response as he turned back to the dragon. "What do you want?"

"I want my ship back. My tracking signal says it's here."

"Ship?" Ship beeped in confusion from Sabrina's arms as an amused Ben pat his head.

"Not you, Ship. He means an _actual_ spaceship, the one that is probably the relic the Forever Knights have been talking about." Ben explained as the dragon stiffen at the name.

"The Knights? Are you one of the knights?" He said, while stomping his foot on the ground.

"Whoa, there big guy!" Vanessa said, while coming in between Ben and the dragon. "We're not with those assholes, but they did ask us to help catch you."

"Yeah, back when we taught you were a monster." Ben said, throwing his two cents.

"Those 'assholes' as you put it, are the real monsters. They attacked me for no reason right after I landed, broke my translator box, then locked me up in a dungeon like an animal!" He ranted as he lowered his head at Vanessa and stared at her right in the eye. "You sure you're not one of them?"

"Like I told you before, we're are not associated with them." Vanessa said without hesitating as she turned back to Ben. "Isn't that right, Ben?"

"Y-Yeah, of course. Us, being Knight's? No way. We wouldn't be caught dead wearing that armor?"

"But didn't you say you wanted to be a knight earlier-" Sabrina said, before being stopped by Mikey as he placed his hand over her mouth and shushed her. The dragon stared at Ben and the others for a few seconds, before nodding as he looked away.

"Ok, then." He said as he turned to walk away, but Gwen stopped him.

"Wait! Your an alien, right? What were you doing here?"

"I was making an interstellar map. Why else would anyone come to this insignificant rock?"

"You can make maps? That's pretty cool." Sabrina said as Ship beeped in agreement.

"It is."

The dragon said amusedly as he looked down at the awestruck child and couldn't helped to remember his own child that used to look up to him in awe as well. The instant he remembered his family, a dark cloud stormed over his head as he turned his back against the team and started walking.

"Now, if you'll excuse me. I have business to take care off." He said, rather darkly as the team gave each other unease looks.

"You mean finding your ship and then heading home, right?" Gwen asked hopefully as the dragon glared up to the ceiling.

"Oh, I'll be heading home all right. Just as soon as there's not a single Forever Knight's left alive." He said as his eyes glowed yellow and he roared.

"Maybe his translator box is broken again?" Gwen asked as Kevin shook his head.

"Sorry, Gwen. Sometimes roar is a roar."

"Oh, boy. This is not good." Mikey said as Ben ran up to the dragon and tried to reason with it.

"Look, if you think about it, this is all just a really big misunderstanding-"

"MISUNDERSTANDING!?" The dragon roared as Ben took a couple of steps back from the intensity of his roar.

"Uh, okay. Maybe 'misunderstanding' a little too weak."

"A thousand years those Forever Knights stole from me! A thousand years!"

"How long is that in dragon years?" He asked nervously as the dragon gave him a blank look.

"That's a really long time." He said as his face soften a little bit as pools of fond memories flooded his head. "To be away from your home...your family. The baby's probably flying by now." He said softly as Mikey narrowed his eyes at the word family and couldn't help to feel that this dragon is more or less acting like he used to be.

"You know, we really don't owe this mapmaker anything, and we sure down owe anything to the knights." Kevin said as the Cunningham family glanced at him and narrowed their eyes at him as they stalked towards him.

"What are you getting at?" Gwen asked.

"Yeah, Kevin. What _are_ you getting at." Vanessa said with a low tone as Kevin shrugged nonchalantly.

"If we just get it out of here right now, who'd say anything?"

"I would." Ben said firmly as Vanessa walked over to his side and grabbed his hand.

"Me two." She said, while glaring at Kevin.

"Me three." He said, while placing a hand on his cousin's shoulder.

"Ditto." Sabrina said, looking oddly more serious than a child should, as Ship growled lightly.

"Ship!"

Kevin sighed heavily as he looked at everyone in the group, before groaning as he lowered his head in defeat.

"Great." He said, just as an explosion occurred as the team ducked for cover and saw Sir Connor standing outside of the warehouse with some reinforcements and a new gun.

"Great. The trigger happy douchebag is back and with back up." Vanessa muttered, before ducking as Connor shot at them again.

"You guys go out their and tell them this is all a big mis-" He said, before stopping as the dragon glared at him. "Uh, tragedy." He said as the dragon nodded. "I'll work on the dragon."

"Mind if I join in?" Mikey asked as Ben nodded.

"Yeah, sure." He said as the others headed outside to confront Connor, but Vanessa stood back.

"Stay safe." She said as she gave Ben a quick kiss, before turning to Mikey as she gave him a kiss on the cheek. "You too" She said, before running off as the boys nodded to each other. Back with the others we seem them raising their hands in surrender as they walked towards the Knights, who lowered their guns at the sight of the teens.

"Stop! Don't shoot!"

"Trying to save the beast again are you?" Connor said, before lowering his gaze to Ship as wrinkled his nose in disgust. "And I advise to you little girl, if that mutt destroys my gun yet again, I _will_ put it down." He said with a dark tone as Sabrina whimpered in fear and held Ship tighter to her chest.

"Look, its really an alien." Gwen said as Vanessa pulled Sabrina behind her and glared at Connor. "It's just trying to get home."

"No! It's not going to escape us, not this time." He screamed as we cue back over to the boys, who were following the dragon as it found it's ship and took off the tarp covering it.

"Ahh, never looked better." He said as he opened the door and they all went inside. The dragon then placed his hand on the wall and an array of really dangerous looking weapons appeared as he grabbed one.

"Weapons?" Ben asked as the dragon nodded.

"Didn't think I'd need them when I landed, too trusting." He said, while scolding himself as he chuckled bitterly. "Rather, I used to be."

"You don't have to do this."

"I know, but I want too."

"No, you don't. You don't really want to get revenge on the Forever Knights, that's just you're anger talking. What you really want to do is go back to your family and forget this mess ever happen." Mikey said calmly as the dragon huffed at him and checked his gun.

"You don't know what you're talking about, child." He said as Ben snorted.

"Yeah, you're probably right. I mean all we are just dumb kids."

"Yes, you are. Now do yourself a favor and get out of my way." He said as we cue back towards the others, who were still trying to convince the Knights to leave the dragon alone.

"All he was doing was making a map. He wasn't going to hurt anybody." Gwen said as Vanessa nodded.

"Yeah, all he wanted to do was to make a map and go home, but you jumped him and imprisoned him for thousands of years! Just leave the poor guy alone, he suffered enough!"

"He didn't even mean to scare anybody. The whole thing is just kind of ridiculous." Gwen said, trying to lighten the mood, but it didn't work as Connor glared at her and tighten his grip on his gun.

"Ridiculous? I took an Oath passed down through 50 generations. We all did."

"Yeah, but-"

"We live to destroy that dragon, and we will do it right here, before this day is over!"

"I don't think you been listening to me. I am trying to tell you-"

"Heads up!" Kevin screamed as he tackled Gwen to the floor, just as Connor's energy blast flew pass them and hit the wall.

"Okay, buddy. You don't want to talk? Fine." Vanessa said she pulled out her swords and took a fighting stance. "Sabrina, Ship, take cover and safe!"

She screamed as she charged at Connor, but was blocked by one of the Forever Knights as Vanessa smirked and slid between his legs as she then kicked him where the sun don't shine. The Knight covered his crotch in pain and fell to the ground as Vanessa coolly stood up and smirked at the nervous looking group of Forever Knights.

"Now, don't be shy, boys~ There's plenty of ass kicking to go around."

She said with a grin as she raised her swords and charged at them. The Forever Knights tried to retaliate and fight her off, but they were to slow for her as she sliced, punched and kicked them aside like they were ragdolls. Gwen groaned as she stood up and rubbed her head, she was so distracted from the energy blast that she didn't notice a Forever Knight closing in on her, until it was too late as he grabbed her from behind and threw her back on the ground.

Kevin saw this and quickly went to her defense as he ran at the Knight and threw a haymaker that knocked him to the ground. The young mutant smirked at the fallen knight, before getting a nervous look as he noticed that he was surrounded by the knights.

"Uh, time-out?" He asked as Sabrina peeked over the crate she was hiding and saw Kevin in trouble.

"Ship! Ball mode!" She screamed as Ship beeped, before morphing into a giant ball as he bounced over to Kevin. Kevin and the knights stared at Ship in confusion as Sabrina took a deep breath and yelled. "Now...expand!" She screamed as Ship bloated up like a giant balloon and blew up. Kevin watched in fascination as the Forever Knights were sent flying to the air, before falling down unconscious as he looked down at the reformed Ship and petted him.

"Good boy!" He said with a smile as Ship nodded, before bouncing back with his master as Kevin bend down and absorbed the concrete below. With his armor on, Kevin charged at the group and started punching them left and right.

"Man, who knew taking down Forever Knights was so easy?" Vanessa said mockingly as she slashed down another knight, before kicking one away as she placed her hand on her hip. "I mean, I'm kicking you're asses without breaking a sweat." She said with a grin as one tried to sneak up on her and threw a punch, which she caught nonchalantly as she judo flipped him. "Again, easy. If you small fry's wont give me a challenge, then maybe you're boss will." She said as she turned to Sir Connor and saw him blasting an armored up Kevin to the wall. Vanessa's eyes narrow at the sight of a powered down Kevin as she turned to look at Gwen and whistled to get her attention. "Gwen!"

Vanessa screamed as she pointed to Kevin and Gwen nodded as she shakily got up from the ground and used her mana powers to grab Connor. The old knight didn't have time to react as Gwen slammed him to the wall and caused him to drop his gun.

"Ship! Destroy his gun!" Sabrina screamed, suddenly appearing by her sister's side as Ship leaped at the gun and caused it to self-destruct again. Connor struggled to escape from his trapped state as Sabrina slowly stalked towards him and gave the annoyed knight a huge grin. "Now, what did you say you will do to Ship if he ever destroy you're gun again?" She asked smugly as Connor glared at her and struggled again. "Yeah, that's why I thought." She said as we cue back to the boys, who were still trying to convince the dragon to leave, but he didn't want to hear it.

"We can't convince you, huh?"

"I been waiting thousands of years for this, so, no, you can't convince me." He said as the boys glanced at each other and nodded as they bravely stood in front of the dragon and held out their arms. "What do you think you're doing?"

"Stopping you." Ben answered bluntly as the dragon laughed at this. "Don't laugh. I can turn into Humongousaur again if I wanted to, or maybe Chromastone, or Spidermonkey. But I'm not going to." He said as Mikey nodded.

"He is right. Me and Ben can turn into anything we want to and kick you're ass, but we won't and you know why? Because unlike the other baddies we come across to, you're actually a good guy. Now, look, I understand where you're coming from." He said as the dragon laughed bitterly.

"Now, do you?" He asked as Mikey gaze harden.

"Yeah, I do. I know what you are feeling, because I used to feel the same too."

He said quietly as the dragon stared at him and motioned for him to go on.

"When I was young I used to do a lot of terrible things, vandalism, stealing, street fighting is just a couple of things I done in the past, but none of that compares to the night that changed my life forever. Me and my gang were just hanging out on our favorite hang out, when our rival gang stormed in and started shooting all of us, I managed to escape in one piece, but the same couldn't be said about my friends.

He said with a low tone as Ben stared at him and couldn't help to be sorry for the guy, I mean sure Mikey may have threaten him the last time they talked, but he will let it slide since he knew that Mikey cared about Vanessa just as much as he did.

"I-I was so angry. I wanted to hurt them just like they hurt me, but I didn't know how until I found the Anamatrix." He said as he looked down at the Anamatrix and sighed heavily. "After I found out what it did, I finally had the means to get my revenge. I spend months tracking each member from the gang and when I found them, I tortured each and every one of them, before killing them." He said as he heard Ben gasped, but he ignored him as he looked up to the now curious dragon. "And you know how I felt, when I finally killed them all and got my revenge?"

He asked as the dragon nodded, now fully invested on the story.

"I felt terrible. I feel sick at myself for what I done. I don't feel terrible for what I did to them, they deserved it. No, I felt disgusted with myself because when I was getting my revenge on them...my aunt Laura died." He said, while holding back a sob as tears flooded his eyes. "I-I didn't even went to her funeral, because I was so hell bent on getting my stupid revenge. By the time that I realized what happen, I was too scared to even face my cousin's, because I didn't want them to hate me for not being there for them, but because of my cowardice...my cousin was abused. I know that she may look fine now, but every time I see her scar, it just reminds me of the time that I wasted. The time that I could have used to be there for her and Sabrina and maybe, just maybe, protect them from my uncle's wrath."

He said, before looking back at the dragon as he gave it a fierce look.

"Now, tell me. Would you rather get revenge on the Forever Knights and waste you're time like I did or would you rather go back to you're family."

He said as the dragon stared at him for a couple of seconds, carefully thinking of this, before making his decision. Back with the others, we see Gwen still holding Connor to the wall with her magic, but then a soft ruble appeared out of nowhere and caused Gwen to loose her concentration as Connor fell down on the floor. Everyone looked to where the rumble was originating and couldn't helped, but to gasp in shock as a huge ship slowly pulled out of the warehouse.

"No!" Connor screamed as the ship flew out of the warehouse and into the night sky, Connor glared at the disappearing ship as he turned around and ordered the other knights to retreat. Once all the knights were gone, the boys emerged from the warehouse and the team confronted them.

"How did you do it?" Gwen asked as Ben raised an eyebrow.

"Huh?"

"You know, get the dragon to go." She explained as Ben scratched his head.

"Well, actually it was Mikey who-"

"Don't be modest, Ben. You were the one who used you're head to managed to convince the dragon to leave, instead of fighting it." Mikey quickly said as Ben raised an eyebrow.

"What are you talking about? You were the one who-"

"Now, don't be shy. There is no reason to be embarrassed." He said as he put an arm around his shoulders and pulled him away from group.

"Mikey, what is going on? Why won't you tell them what really happen?" He asked as Mikey turned towards the group, more specifically his family, and sighed.

"Look, can we please keep what happened in the warehouse a secret."

"Why?"

"Well, because I don't my family and friends to look at me differently. I don't want them to think about all of the terrible things I did in the past. So, can you please keep it a secret from them for now?" He asked as Ben looked at him, before sighing as he nodded.

"Okay, fine. I won't tell, but you do realize you have to tell them eventually." He said as Mikey sighed.

"Yeah, I know and I will, but not right now." He said as Ben patted his shoulder.

"Okay, I understand." He said with a smile as Mikey blinked at him and smiled back.

"You know, maybe my cousin is on to something about you. You really are a nice guy." He said as Ben smiled wider from the praise.

"Thank you. So, does that mean I can date you're cousin?" He asked hopefully as Mikey thought for a minute, before nodding.

"Yes. You are allowed to date my cousin, but remember what happens if you hurt her, right?" He threaten playfully as Ben raised his arms in surrender.

"Yeah, I know." Ben said with a smirk as the boys went back to the group.

"What were you guys talking about?" Vanessa asked as Mikey grinned deviously.

"Oh, I was just giving your boyfriend the approval to date you, since I am technically your legal guardian after all." He said as he turned around and started walking away. "So, if you want to marry him and have babies. Go for it! You have my approval" He said with a laugh as both Vanessa and Ben blushed from the thought of getting married, and blushed harder at the thought of having babies.

"MIKEY!" Vanessa screamed embarrassedly as Kevin and Gwen laughed at the blushing teens

* * *

The story is not finish yet as we cue back to Connor, who standing in the Forever Knights castle as he retold everything that happen a few hours back to his Forever Knight King, Sir Patrick.

"...And then the beast flew off into the stars, headed for home." He said as he threw a file contain photos of Ben and his team. Sir Patrick studied this photos carefully as Connor clenched his fist and sighed in disappointment. "I have failed." He said, before walking away.

"Where are you going, Connor?"

"Don't know." He answered shortly. "In my entire life, I've never given a moment's thought to what I would do once this was over.

"You think this is over?" Patrick said with raised eyebrow.

"The dragon's gone, Patrick. We failed, and now there's no reason for us to exist. You, me, the Forever Knights, all pointless now!"

"Pointless?" The old king said as he chuckled at the thought. "Hardly. Now we know that somewhere in the stars there's not one dragon, but an entire planet of them. How soon before more of these beast's come back for revenge? They could be making plans even as we speak. No, Connor. The world needs the Forever Knights now more than ever! We must always stand ready to fight the dragons" He said as Connor and all of the knights cheered at him as he bends down to pick up the discarded pictures and sneered at the sight of the teens. "And the despicable traitors who helped them. SO, SAY I!"

"SO, SAY WE ALL!" The knights repeated as Connor stared at one picture in particular and his eyes widen in realization.

"Oh, that reminds me. The meddling brats had a beast with them as well, it stopped me before I could kill the dragon." He said as Patrick eyes widen at the new information. "I had the dragon in sight and I could have finished it off, but the little brat known as 'Sabrina' told the mutt to destroy my gun and it did. He also managed to take out 10 of our strongest warriors without trying." He said as Sir Patrick carefully studied the picture of Ship, before looking up to Connor as he grinned at him. "I think we had managed to find a new weapon for our arsenal, don't you think?" He asked as Sir Patrick sat back on his throne and grinned back at Sir Connor.

"I'll have the boys in the lab study this new specimen and who knows? Maybe this mutt will be useful to our organization in the near future." He said as Connor smirked and the knights cheered again.

* * *

 **And done! Sorry for the long chapter, but its been so long since I wrote anything that my fingers wouldn't stop typing. Anyway I wanted to say sorry again for the year long wait and can I say once again THAT IS GOOD TO BE BACK!**

 **Anyway as always, I will talk to you all later.**


	28. Original chapter: Episode 1, Part 1

**And new chapter! Sorry for the late update, but my internet connection has been failing me ever since...it happened and it took me forever to make a new chapter. Anyway** **I wanted to say that yes, this is an original chapter. At first I didn't want to make original chapters, because I wasn't really that good at making up new stuff, but after having no internet for almost a full year, I decided why not try it? Tell what you guys think of my first try at an original chapter and tell me if I should make more…anyway I don't own anything, except my OC'S**

 **NOW LET'S GET ON WITH THE STORY!**

 **{The Misadventures of Vanessa Cunningham- Episode 1: Solo mission gone awry** **}**

"I'm so bored." Vanessa whined, while resting on her bed in the RV as she brushed her messy hair to pass the time. "There's nothing to do! No aliens to fight, no evil plans to stop, and no reason to alien up." Vanessa said dramatically as Zeda, who was resting beside her, rolled her eyes at her master's antics as she sat up and grabbed the brush from her hands.

"Master, if you're so bored, then why don't you just call Ben and invite him over here? I'm sure he won't mind to keep you company. Turn around, please." Zeda ordered as Vanessa obediently turned around and let Zeda brush her hair.

"Even if I wanted to, I can't. Ben said that his parents are forcing him to play game night with them."

"Really? Why?" She asked as Vanessa shrugged her shoulders.

"Don't know. Ben said something about his parents wanting to spend time with him or something like that." Vanessa said as Zeda hummed in thought.

"Okay, if he is unavailable, then why not call Gwen? You two could have a girl's night out, as the humans like to call it." She said as she continued brushing Vanessa's hair.

"Again, I can't. Gwen is too busy with her studies. Makes me glad, I'm not in school anymore." She said with a smile as Zeda finished brushing her hair. "Thanks for brushing my hair."

"You're welcome. Anyway, if the Tennyson's are busy, then how about Kevin?"

"That's a great idea, Zeda!" She said as she pulled out the Zennatrix from her pockets and presented it to Zeda. "Can you dial him up for me?"

"Sure." She said as she placed her finger on the Zennatrix and it started rapidly beeping, before stopping. "There you go."

 _"Hello? How is this?"_ Kevin said with a confused tone as Vanessa grinned.

"Hey, Kevin! It's me, Vanessa!"

 _"Oh. Hey, kid. What's up?"_

"I was wondering if you wanted to hang out with me tonight? We could go out and fight aliens if you want to."

 _"Sorry, Vanessa. But, I can't. My car got busted a few hours ago, so I have to stay home and fix it."_

"Aww, that's too bad. I really wanted to hang out tonight." Vanessa said, clearly disappointed by the news.

 _"Yeah, sorry, but the repairs will take all night to fix."_ He said as an idea popped into Vanessa head.

"Hey, why don't I come over and help you. I don't know much about fixing cars, but I can still help."

 _"No, no, that's fine. You don't have to come here. I mean, it's going to be really boring and-"_ He rambled, before being interrupted by a voice of a teenager coming from the background.

 _"Yo, Kevin you're out of snacks, bro."_ The voice said as Vanessa narrowed her eyes at the teen's voice.

"Kevin, who was that?"

 _"That was, uh, my friend Mitch. I invited him here to...um...play poker tonight! Yeah, play poker."_ He said nervously as Vanessa placed her hands on her hips.

"But didn't you say that you were going to fix you're car tonight?" Vanessa asked as Kevin audibly gulped through the receiver.

 _"Vanessa, I can explain."_ He said, before shutting up as Vanessa heard loud music and people cheering loudly in the background.

"…Kevin…are you having a party in you're house and didn't invite us...again."

Vanessa said with a cold tone as Kevin stayed silent for a few seconds, before hanging up. Vanessa shook her head in disappointment at her friend, before turning to Zeda as she laid down next to her.

"Well, Kevin is out. And with Sabrina at baseball practice, I have no one to hang out with. Not even with Ship, since Sabrina brought him along with her. I wonder what they're doing right now?"

She asked to herself as we cue back over to Sabrina, who was hiding under the bleachers with her Coach as they watch Ship going ballistic with the baseball pitcher against Sabrina's teammates.

"You're new pet is certainly…interesting, Sabrina. Where did you bought him again?" The coach asked, while ducking her head from the incoming baseballs.

"From, Japan." Sabrina responded as she smiled meekly at her coach. "I'm really sorry about this Coach Donovan, Ship is only trying to help."

"Dear, I think he is helping a little too well."

She said as she and Sabrina continued watching Ship pelting everyone in the stadium. We then cue back to Vanessa, who had a thoughtful look on her face, before shrugging as she rested her head on her pillow.

"Nah, I'm sure she is fine. Anyway, I wish there was something for me to do today." She said, while groaning in boredom as Zeda was about to suggest something, when suddenly the police scanner on the RV mysteriously turned on and the girls were instanly up to their feet.

 _"Breaker, breaker, we have an armed robbery at the Man of Action Art Museum and they have hostages. Requesting for police back up immediately."_ The police scanner said, before shutting off as the girls stared at each other.

"I didn't knew the RV had a police scanner."

"Neither did, I." Zeda said as Vanessa placed her hands on her hips.

"So, too bad for the people working at the museum, right?"

"Yep."

"And too bad for the police officers, they could probably need all of the help they can get. Especially since the robbers has hostages." Vanessa said, while glancing at the Zennatrix as Zeda caught her eye.

"Don't worry, Master." She said as she stood in front of Vanessa to block her vision of the Zennatrix, not wanting her to get any ideas. "The police are trained for this sort of thing, so there is no need to get involved."

"Well, that maybe the case, but it never hurts to help." She said as she walked through Zeda and grabbed the Zennatrix.

"Master, I don't think this a good idea." Zeda said, while giving her a stern look as she crossed her arms.

"Why not? Those robbers have hostages that need our help, besides this isn't the first time we fought crime." Vanessa argued as Zeda shook her head.

"That maybe, but this time is different."

"And why is that?"

"Because this time you're fighting against human beings this time, instead of aliens." She said as Vanessa gave her a confused look."

"So, what? I fought against humans before. Don't you remember that I fought against Cash? Or Hugo? Hell, I even fought against that asshole Morningstar."

"Master, Cash had cybernetic suit that can shoot lasers. Hugo was a trans-dimensional monster and Morningstar is Plumbers Kid with mutant powers."

Zeda said, before sighing as she grabbed her masters hand, and lead her to her bed as they sat down.

"Look, Master. I know your heart is in the right place, but this situation is very different from what you usually face against. And since the team are busy, you have no back up this time. Which means if something bad happens and you get hurt, there is no one around to save you. I'm not criticizing on your skill's master, but I do think that it's better if you let the local authorities handle this."Zeda said with a firm tone as Vanessa stared at her for a few seconds, before placing her hands on her shoulders as she gave the AI a serious look.

"Zeda, I know you are worried about me and everything, but you know I can't just sit around and do nothing. The last time I did that was when my mother died, Zeda." She said with a solemn tone as tears started prickling her eyes. "That's why I continue doing hero work with the others, because I feel that I owed it to her to use my powers to protect this earth from all threats...not just alien ones." Vanessa says as Zeda gawked at her master in shock. Vanessa rarely talks about her mother after the accident happened, and the only one's that she talks to about it was Sabrina and Ben. She also couldn't helped, but to be proud at her masters maturity.

"B-but, what if you morph back into you're human form in mid-battle. These people have guns, Vanessa. They could kill you, plus they can find about you're secret identity." She said as Vanessa eyes widen at Zeda using her name for the first time, but shrugged it off as she gave her a reassuring smile.

"Zeda, did you forget that my uncle trained me on how to use a sword and hand-to-hand combat? You don't think that he taught me on how to block/dodge bullets?" She asked as Zeda opened to mouth to argue, but Vanessa cut her off. "And about my secret identity, I'll be in my alien form all the time and if I'm forced to change back, I'll promise you that I will leave."

She said as Zeda hummed and looked away in thought, processing everything that they talked about. This was an incredibly big risk and if even one thing goes wrong, Vanessa could be hurt and maybe even killed. Or worse, Vanessa secret identity could be found and before you know, the FBI will be in there doorstep and they will be taken away.

And since Vanessa hangs out a lot with Ben and the others, they will find about their secret's as well and be taken away. Zeda _really_ wanted to say no, but after hearing Vanessa reason to be a hero and feeling regret about not saving her mother, made her carefully thing about this decision. Finally, after a long time of thinking about it, she has made her decision.

"Do you promise to be careful?" She asked as Vanessa nodded eagerly, while wiping away the tears. "Then...fine. We can go and save those hostages." She said as Vanessa smiled excitedly and hugged her

"Thank you, thank you, thank you! You're the best AI a girl could have!" She said, before letting her go as she took a couple of steps back. "And now, since you agreed to help. It's time to Alien Up!"

She screamed as she slammed the Zennatrix on her chest and the whole RV was instantly covered in purple light. When the light died down, we see Coldphase grinning as she unfolded her wings and hovered in the air.

"Coldphase!" She screamed as Zeda nodded to her, before phasing into the Zennatrix as Coldphase took off and phased through the roof. Once outside, Vanessa did circles in the air as the sun shined down at her, causing to her smile as she took off.

* * *

"OKAY, EVERYONE STEP BACK! I SAID STEP BACK!"

A officer screamed to a large crowd of people as he and a couple of officers made a perimeter around the museum that was currently being robbed by a couple of armed men with guns. The only reason the police hadn't went in and bust the place, was because the robbers have 2 hostages with them and the robbers promised to kill the hostages if they ever entered.

"Okay, there is no need to make this worse!" An another police officer said as he is used a bullhorn to amplify his voice. "Just give up the hostages and turn yourself over to the police!" The officer negotiated as he hoped that the robbers will let go of the hostages and surrender peacefully.

"GO TO HELL YOU PIG'S!"

And of course it didn't work as one of the armed men opened fire on the police, who luckily dodge the incoming bullets as they used their cars for cover. The police officer swore under his breath as he ordered his men to expand the perimeter and wait until further instructions. Unknown to the police officers, and the crowd for that matter, Coldphase was floating in the sky as she used her intangibility powers to camouflage herself to remain unseen in the public.

"And you said the police officers had this handled?" Coldphase teased as she imagined Zeda rolling her eyes at her.

"Yeah, yeah, I know. Will you stop teasing and get into the museum already?"

Zeda said, while inside of the Zennatrix as Vanessa face grew serious as she flew pass the officers and phased through the wall of the museum. Once inside, Vanessa took her time to scope out the scene as she flew through the hallways of the museum, before stopping as she heard noises coming from the dinosaur exhibit. Vanessa folded up her wings as she hid behind a column, still using her intangibility to cloak herself, and slowly peeked her head into the room.

And what she saw made her blood boil as she saw a middle-aged woman begging to the armed men to let her and her daughter go. She even went far as to say to only let go of her daughter and keep her as a hostage, but they wouldn't have it as one of them got annoyed at her constant whining and slapped her across her face

"Mommy!" The 4 year old screamed as she ran over to her mom's side and bawled her eyes out as her mother held her tight.

"Oh, look what you did! Now the kid won't shut up!" The leader of the robbers screamed as he scolded his idiotic comrade.

"Well, it wasn't my fault that she won't shut up! Besides why are even keeping them in the first place? We got what we wanted, so why don't we just go?" He asked, while gesturing to the silver case that was in the leaders hand.

"Idiot! We are keeping them hostage, because _someone_ tripped the security system and now we have the law enforcement swarming all around us! It's bad enough that I'm forced to work in this primitive mudball, but now I'm going to have to hear the boss yelling at us for not doing the job quietly, thanks to you!" He screamed as Vanessa quirked an eyebrow at his odd choice of words, but continued listening. "Look, just stay at you're post and wait, until our ride is here and when it comes, we'll take off with the case and kill the hostages."

He said calmly as the mother cried in shock and hugged her daughter in fright as they both started crying. Vanessa took a deep breath to calm herself down as she analyzed the scene before her and noticed that there was only 5 armed men in the room, two was keeping an eye out for cops while the others watched the hostages.

"Okay, master this is a delicate situation. We can't just rush in and go guns blazing like we usually do, people lives are at stake." Zeda said as Coldphase nodded to her AI's words. "I suggest that you rescue the hostages first, before dealing with the guards."

"On it. But first, I need to distract the guards that are standing by the door. I don't think, I'm confident enough to fight against the 5 of them." Vanessa said as she took a deep breath and used her freeze breath to conjure up an ice ball, before chucking it across the hallway as she pressed herself to the wall.

"What was that?" One of the armed men asked as he and his team heard a suspicious sound in the hallway.

"Is it the cops!?" The cowardly robber said as the leader gave him a slap on the head.

"The cops are not stupid enough to risk an innocent life, doofus! It's probably just the wind or something...but just to be sure, you two go check out what made that noise was!"

The leader ordered to the two guards that were standing by the door as they nodded and left their post. Once the guards had left, Vanessa appeared out of the column as she unfolded her wings and flew over the robbers, while still in her intangible state. The Leader eyes narrow as he saw a shimmer in the air and before he and his men can react, Vanessa grabbed the hostages by their waist and phased them through the floor.

"Hey, what gives?!" One of the robbers asked as the leader stared at the floor with a calculative look on his face. Back with Vanessa we see her phasing the hostages into the basement as she let go of the hostages and landed on the ground.

"W-what are you?" The woman asked nervously as Vanessa smiled and crossed her arms.

"A hero." Coldphase said as the woman picked up her child and gave the young shape-shifter a grateful smile.

"Thank you." She said, before running off as her child looked back at Vanessa and waved.

"Bye-Bye, bug lady!" She screamed as Vanessa smiled and waved back. Once the hostages were gone, Vanessa frowned as she leaped up to the roof and phased through it. The robbers, minus the leader, stared around the room in confusion as Coldphase appeared before them and placed her hands on her hips.

"Hello, boys~! Did you think that I forgot about you?" She said, while cracking her knuckles as the robbers screamed at the sight of her.

"It's a freak! Kill it!" One of the more braver robbers screamed as he and his men, minus the leader, opened fire on Vanessa again.

"I prefer the term 'alien', but if you want to call me a 'freak', then so be it." Vanessa said, while turning intangible to dodge the incoming projectiles.

"Dammit, this isn't working!" The brave robber from before said as he and his men stopped shooting. "If bullets won't kill you, then we will. Men charge!" He screamed as he and the other two robbers charged at the alien heroine. Coldphase smiled in amusement as the robbers tried to gang up on her, but all she did was simply turned intangible and caused them to fell on the floor.

"Okay, if bullets didn't work, then why try to gang up on me?" She said with a laugh as she took a deep breath and released her freeze breath. The robbers eyes widen as they tried to avoid the incoming freeze blast, but it was too late as they were instantly frozen into the floor.

"Well, that takes care of that!" Vanessa said with a smirk as she turned over to their leader, who was acting rather cool and collected at the sight of his frozen comrades. "Now since the hostages are safe and you're friends have cold feet, why don't you just do yourself a favor and give up. I'm sure the cops will give you and you're friends a warm cell." She quipped as the leader of the gang slowly looked over at his team, before looking back at Vanessa as he chuckled.

"You think you have beaten us, child? So, what if you saved the hostages and froze my men? We still got what we came for." He said with a smirk as he dangled the silver case in front of him. Vanessa mentally scolded herself as she was to busy saving the hostages that she completely forgot to steal the case from him when she had the chance, not that she regret it though as she was happy that the mother and daughter were safe, that's what really mattered. "You see child? We have beaten you, before you even appeared. And now that the hostages are gone, we don't have to wear this silly disguise anymore."

He said as he placed his hand on the back of his neck and much to Vanessa's surprise, the man's whole body was covered in blue light and once it disappeared. We see a large purple humanoid-like alien with one eye, huge teeth and large black hair that reaches to his back. The alien was wearing a white jumpsuit with a logo of a black peace sigh on his chest, a black belt with an alien gun strapped into it, black boots and black fingerless gloves.

"Surprised?" The leader asked, amused with Vanessa stunned look.

"I don't understand. How is this possible?" She asked as she couldn't fathom at what the hell she just saw.

"You see this?" He asked as Coldphase looked down and saw that they were holding an alien-like device that resembles a white face mask. "This are ID Mask's, they are basically made to disguise aliens to look like humans. Some use it to blend in on earth better, while people like me use it to commit crimes on earth without getting spotted by the Plumbers."

"What are you?" Vanessa asked calmly, but on the inside she was freaking out as she knew that her advantage in the battle was now gone. She had no idea what kind of powers he had, so she decided to gather as much as information as she can, before starting a fight.

"We are the Kroglen's. A forgotten race of aliens that were forced to leave their own planet, because of alien invaders. My name is Captain Gantu of the Kroglen Empire" He said as Vanessa carefully listen to everything he said.

"My name is Vanessa Cunningham, but you can call me Coldphase. I'm the hero and protector of earth." She says as she saw the captain's eyebrow twitch in anger at the word 'hero', but choose to ignore it as she waited for the captain's response.

"Oh, really? If you're one of the Earth's 'protectors', then that means you're part of the Guardians, right?" He asked as Vanessa gave him a confused look.

"Guardians? What's that?" She asked as Captain Gantu smiled at her.

"So, you aren't part of the Guardians, huh? Then that means disposing you will be easy without those pesky mutants."

"Okay, dude. I have no idea what the hell you are talking about, but that doesn't matter. Why are you trying to break into museum?" Vanessa asked with a firm tone as the captain cooed at her.

"Aww, look at the little bug trying to act tough." He said as Vanessa blushed in embarrassment, but stood her ground as she glared at the large alien. "To answer you're question sweetie, let's just say that the museum had confiscated something that belongs to our boss." He said as Vanessa narrowed her eyes at the word 'boss'.

"Boss? So, you mean someone hired you to do this? Who was it?" She asked as the leader shook his finger at her and smiled.

"Nice try, princess. But I have already said too much."

Gantu said as he swiftly turned around and pulled out his gun, Coldphase couldn't react in time as he pulled the trigger and blasted the frozen prison that was holding his men. The robbers shivered from the cold as they slowly stood up and took off their disguises as well.

The other two robbers looked almost exactly like their boss, except they were noticeably more smaller than him and they didn't have hair. Also instead of wearing a white jumpsuit like their leader, they were wearing black jumpsuits with a white logo of a peace sigh on their chest's, a white belt with alien-like guns strapped on their belts, white boots and white fingerless gloves.

"And now that you have seen too much, I have no choice but to kill you." Captain Gantu said, all the playfulness from before vanished as Coldphase quirked an eyebrow at him.

"But you were the one who took off your disguise and told me you're life story? If you didn't wanted me to know, then why reveal yourself?" She said, while crossing her arms.

"Oh, I don't know. Maybe I just wanted to be dramatic, maybe I didn't wanted to go to you're primitive jail...or maybe I was stalling long enough for our ride to come here." He said as a an explosion occurred in the ceiling, causing Vanessa to cover head as she looked up and saw a helicopter hovering above her. The police outside ducked for cover as an explosion occurred on the roof, causing the ground as the chief was about to order his men to bust in. When suddenly the hostages from before appeared out of the building through the back door as they coughed loudly and both fell on the floor.

"Men, the hostages are safe! Let's get in!"

He said as a couple of officers ran over to the family's aid, while the other officer's marched towards the front doors. But much to their surprise, they were stopped by a purple force-field that appeared out of nowhere and blocked their way into the museum.

"What the hell!? What is this!?" The chief asked as a couple of officers started shooting the force-field to break it down, but it wouldn't budge. "Regroup me, we have to find a way through!" The chief screamed as we cue back over to Captain Gantu, who was grinning at a pissed off Vanessa as his men stood by his side.

"Ah, they're they are! Right on schedule." He said as Coldphase glared at him.

"And what makes you think you can kill me! Thousands of alien's tried before and didn't succeed, so bring it on!"

She said as she took a fighting stance and was about to attack, when suddenly the Zennatrix started beeping.

"...Oh, S #t." Vanessa cursed as she was forced to revert back to her human form.

"She's a human?" One of the Kroglen's asked in surprise as he and the rest of the Kroglen's were taken back from this.

"Maybe she is a Kelex, boss. You know a shape-shifter. The other Kroglen said as Gantu studied Vanessa's human form and gasped in shock at the sight of the Zennatrix.

"Oh, mother of gin, she has the Zennatrix! Seize her!" He ordered as his men instantly reacted and charged at her.

"Um, master? I think it's time to make a hasty retreat." Zeda said as Vanessa nodded nervously.

"Took the words right out of my mouth, Zeda." She said, while narrowly dodging the henchmen as she headed towards the exit. But much to her annoyance the robbers that left a while ago appeared in front of her and took off their disguises, revealing themselves to be Kroglen's as well. "Oh, come on!"

Vanessa screamed in frustration as the two aliens pulled out their guns and started shooting, Vanessa squeaked in surprise as she ducked down and rolled out of harm's way. Vanessa landed behind a dinosaur statue as the two aliens marched towards her and continued shooting.

The young heroine ducked to avoid the incoming energy blasts as she looked up and an idea popped in her head as she stood up and huffed in effort as she used her above average strength to push the dinosaur statue forwards, the Kroglen's eyes widen as they saw an incoming dino heading towards them and before they can run, it fell right on top of them. The alien robbers groaned in pain as Vanessa dusted her hands and smirked as she stood in front of them.

"And Kevin said that fossils are useless." Vanessa quipped as Captain Gantu and his goons ran towards them and saw what she did.

"Men, get her!"

Captain Gantu ordered as his men opened fire and Vanessa quickly jumped out of the way as stray energy blasts flew pass her, Vanessa rolled across the ground as she took out her swords and swiftly ran to her enemy. Vanessa grinned as she leaped up and did a twirl in the air, before bring connecting her swords as she slashed one of the robber's chest.

The alien hissed in pain as Vanessa landed on the floor and bends down as she sweeps him off his feet. The Kroglen landed on the floor hard as Vanessa bring out her foot and kicks him in the temple, causing him to be knocked out as Vanessa sheathed her swords. The other kroglen quickly went to his comrades defense as he raised his gun and pulled the trigger, but thankfully Vanessa's reflexes came in as she rolled out of the line of fire and appeared in front of the alien as she grabbed his arm and twisted it.

The robber screamed in pain as Vanessa applied more pressure in her grip, before letting go as the alien fell on the floor as he nursed his broken wrist. Vanessa then leaped on the alien's back as she grabbed him by the shoulders and tossed him across the room, the robber screamed in pain as he crashed against the wall and fell down as he slowly went unconscious. Captain Gantu growled at Vanessa as he couldn't believe his own men were taking down by a human teenager in under two minutes and it seems she was barely even trying! This was completely unacceptable! He had to do something.

"Impressive, human." He said as Vanessa stood up and dusted her hands. "You have managed to defeat my henchmen in under two minutes without breaking a sweat." He said, while glaring at his defeated men as Vanessa gave him a cheeky smile.

"Well, I had practice in dealing with aliens bigger than me. And now all that remains is you, so why don't you hand over that pretty little case and I won't tell anyone that you were defeated by a little girl." She says as Captain Gantu glared at her and slowly marched over to her. Vanessa rose an eyebrow at his cold demeanor as she stood in a fighting stance and waited for him to attack.

"Vanessa, whatever you don't take him lightly. He hasn't attacked you yet for a reason and without you're alien forms, you are completely defenseless against him!" Zeda warned as Vanessa nodded to her.

"Don't worry, Zeda. I got this." She said confidently as she clenched her hands into a fist and threw a punch at the large alien, but much to her surprise, Gantu caught her fist with ease. "What the-!?" Vanessa asked in surprise, before regaining her composure as she threw another punch. And again he caught it as he lifts her up and headbutts her to the floor.

"So, this is what Earth has to offer as protectors? That's really cute."

He said as Vanessa grabbed her forehead and moaned in pain as she felt like her head was hit by a brick wall. Vanessa cursed herself for getting too cocky against him as she stupidly thought he will be knocked down like the rest of his people. How stupid was she!? Judging by his size and the fact that he was their leader should have given her a clue that she had to be more careful around him, she should have taken Zeda's warning more seriously!

After recovering from the captain's attack, Vanessa rolled out of the way as he raised his leg and slammed it on the floor, causing spider cracks to appear on the floor as she stood up and threw a kick at him. Which he dodge as he responded with a left hook, causing her to bend down as she then did a backflip kick that send him flying into the air and crashed against a dinosaur statue.

Captain Gantu groaned from the impact as he stood up and watched as Vanessa looked down at him and gave him a 'Come and get me' gesture. Gantu took the challenge as he took out his gun and started shooting her, causing her to react instantly as she pulled out her swords and used them to block all the energy blasts. While she maybe his enemy, Gantu had to admit that his opponent defiantly has some skill as he watched her block all the shots with the grace and style of a true swordswoman.

Once he ran out of ammo, the captain tossed his gun aside as Vanessa rush at him and the sounds of sword meeting flesh could be heard as she appears behind him and a large gaping wound could be seen on the captain stomach. Vanessa sheathed back her swords as she slowly walked over to the captain, who seem to be in a great deal of pain as the young heroine stood beside him and crossed her arms.

"Okay, look. You seem to be in real pain right now and I don't want to hurt you anymore, so why don't you just tell me where you're boss is and we can end this all peaceful-ACK!"

Vanessa said, before stopping in mid-sentence as the captain grabbed her by her neck and glared at her as he reared back his fist and punched her, causing her to be send flying across the room as she crashed through a wall and landed on the hallway. The police officers outside felt a small tremor coming from the museum as the Chief frowned and turned to his men.

"All right, men! Judging by the force-field on the front door and the small earthquake's we been feeling, whatever that is in their is clearly out of our league. So, since we have the hostages, I suggest that we stay out here and wait for something to happen." He said as the police officers gave him blank looks. "What? Do you have any better ideas? Just follow my orders!" He said as the police officers glanced at each other, before nodding reluctantly as they knew that they couldn't do anything about the force-field, so they decided to wait.

"Don't worry, Mr. Police Officier man. The bug lady will stop the bad guys for sure!" The 4 year old said, while inside of an ambulance with her mother as they were being treated by the paramedic's.

"Bug lady? What are you talking about sweetie?" The chief said, while bending down at the little girl's eye level as she beamed at him.

"I'm talking about the bug lady that saved me and mommy." She said cutely as the chief glanced at the mother for conformation and she nodded.

"She is not lying, officer. One minute, we were in front of the robbers and the next minute, a weird bug-like creature appeared out of nowhere and saved us." She said as the chief's face harden from the new information.

"Do you know what she is?"

"I don't know and I don't really care. She saved me and more importantly my daughter's life, that is what really matters." She says as the chief looked over at the museum and sighed heavily.

"Okay. Now, I'm really sure that we are way over our heads." He said as we cue back over to Vanessa, who was groaning in pain as she felt the wind being knocked out of her by the force of the punch. The young shape-shifter couldn't remember the last time she was hurt this bad, not even in those secret missions that her uncle took her was she hurt this bad.

Gantu slowly came out of the hole in the wall as he walked over to Vanessa and sneered at the sight of her whimpering form as he grabbed her by the neck again and slammed her to the wall. Vanessa moaned pain as she tried to escape from the alien's grip, but she wasn't strong enough to break free. She can't even reach for the Zennatrix, she was completely defenseless.

"Aww, what's wrong? I thought you were supposed to be this world's 'hero'. What happened to that confidence from before?" He mocked as Vanessa clawed at his arm in an attempt to free herself, but all he did was simply slam her into the wall again and dropped her to the floor. "Ooh, ooh, let me guess. You're one of those people who acts toughs and beats up weaker villains to seem superior-"

He said, before pausing as he bends down to Vanessa's eye level and takes off her glasses. Vanessa weakly glared at him as he grabs her chin and forced her to look at him as he held her glasses with a firm grip.

"But when faced with a true threat, you ran away like a coward and let others finish the battle for you. That's the kind of people that really pisses me off!"

He said as he squeezed his hand and effortlessly breaks the glasses. Vanessa eyes widen in shock/anger as she saw her sister's gift, her most priced possession, fall down on the ground as it's shattered remains laid across the ground. Vanessa shakily stretch out her hand to grab the broken pieces from the ground, but Gantu wouldn't have it as he harshly grabbed by her wrist and lifts her off the ground.

"It's people like you that makes me sick to my stomach!"

He said as his men, who had recovered from their fights, started appearing in the hallway as they made a circle around them and cheered for their captain. Captain Gantu then slammed Vanessa on the ground, causing her to groan from the impact as Gantu placed his foot on Vanessa's chest and held her in place with his super strength.

"It's people like you that feels me with intense rage!"

He screamed as he grabbed Vanessa's hat and tossed it in the air as he took out his other gun and blasted it. Hot tears rush down Vanessa's face as the hat that her father gave her, when she was a child, burn to ashes right before her very eyes. Now, Vanessa may hate her father for what he did to her and Sabrina in the past, but that doesn't mean that she didn't still loved him for the man that he used to be and now the only reminder that she had about his old self was now gone.

"It's people like you that destroyed our world! You see decades ago, our world were invaded for the very first time by the Manhunters. They are these tall ungodly-like creatures that killed everything in their sights and we were absolutely terrified of these creatures. We prayed for someone to save us, and won't you know it? Our prayers were answered.

A hero by the name of Sir Justice came along and he used his amazing powers to vanquish the foe, thus saving the planet Krog from the Manhunters. After that our world lived in peace for a few years, before being invaded again. This time by the Incursean's and like last time, our hero came forth to save the day...but this time he didn't. The Incursean's were simply too much for him and do you know what he did? He ran. He ran from the fight like a coward and left us at the hands of the invaders.

We became slaves to our invaders for a long time, until I decided that we had enough and I lead a handful of my people to escape from our own home planet. We were stuck floating in space for 20 years on our spaceship, until we crashed landed on this pathetic excuse of a planet and the rest was history. Now, you maybe wondering, why am I telling you this? Well, that's because you remind me of him. A hero who is all talk and no bark."

He said, before growing more serious as he bends down and started whispering in Vanessa's ear.

"That is what you are. A pathetic excuse for a hero that gives people false hope, before crushing it to a million pieces as you show them you're true colors. I want to kill you so bad, but my boss heard of the famous Zennatrix and he wanted us to keep an eye out for it. And since you have it, I'm forced to bring you to our boss, so you can explain to her how it works. But know this, after you're done explaining how this device works and share with us it's secrets, I will kill you."

He said with an ominous tone as he reared back his fist and punches her face, Vanessa groaned in pain as her vision started getting blurry and the last thing she could remember was the laugh of the Kroglen's in the background, before everything went black.

"Alright, men! Tie her up and bring her to the helicopter!" He ordered as his men nodded and tied up the unconscious heroine with a rope as Captain Gantu bends down and grabs the Zennatrix from Vanessa's chest. "You won't be needing this anymore." He said with a chuckle as he and his men started making their way to their helicopter. Not noticing a figure hiding in the shadows as it watch the Kroglen's making their escape.

"The Kroglen's are making their move, you want me to follow them, sir?" It asked, while communicating to it's leader through an earpiece, as it leaped on the wall and scaled it. Once he reached the roof, he hid behind a wall as he peeked over and saw the Kroglen's tossing Vanessa unconscious form into the helicopter.

 _"Yes. We will proceed as planned."_ The leader of the mysterious figure said as the Kroglen's started up the helicopter and the wings started spinning fast.

"What about the girl, sir?" It said as it ran towards the helicopter and leaped up as it used its hands and feet to stick himself to the side of the helicopter.

 _"Don't worry about the girl, Chameleon. She can take care of herself, just focus on the mission at hand."_ The leader said as Chameleon sighed, but nodded as it held on tight.

"Understood, Director Danvers." Chameleon said as he and the helicopter took off into the sky. On the street, the chief narrowed his eyes at the helicopter as he pulled out his megaphone and turned to his men.

"Men, follow that helicopter!" The chief ordered as they all jumped into their police car and drove after the helicopter.

* * *

 **And done! Man, who knew making original chapters could be both exhausting and fun at the same time?**

 **Anyway as always, I will talk to you all later.**


	29. Original Chap Episode 1, part 2

**And new update! Again, sorry for the long wait. I could have finished this chapter a long time ago, but I have to go to college in like a week and every time I tried to sat down and write a chapter, I had to go to an different appointment. Man, if preparing for collage is hard, I can't imagine the hell hole, that I'm going to for the next 4 years**... **anyway I don't own anything, except my OC'S.**

 **NOW LET'S GET ON WITH THE STORY!**

 **{The Misadventures of Vanessa Cunningham- Episode 1, part 2: Jailbreak!}**

Police sirens could be heard throughout the city of Bellwood as police cars raced down the empty street, in an effort to catch up with the helicopter. Which wasn't an easy feat since the helicopter was flying at 160 mph, while a police car can only go about 60 mph. Luckily, the large buildings and skyscrapers of Bellwood made it harder for the helicopter to escape, so the police had the chance to catch up.

"Alright, men! Don't lose sight of that helicopter! I have no idea what the hell is going, but I will not let those punks ran off with whatever they stole from the museum! I need eyes in the sky, pronto! Call Officer Madison, and tell her to bring her sorry ass into the sky now!" The Chief screamed through the police scanner, before shutting it off as he gripped his steering wheel tightly and glared at the helicopter above him. The chief is a tall 42 year old man with black eyes, brown hair with white streaks, a bushy mustache and he wears a standard police uniform.

"Uh, Chief Morgan?" A young voice said as the chief briefly glanced at his passenger, who gave him a weak smile as the chief glared at him. The chief's passenger is a short Caucasian male with green eyes, black hair and seems to be in his mid-twenties. Like the chief, he was wearing a standard police uniform.

"What is it, Officer Jones? Can't you see were trying to chase down criminals here?" He said with in an annoyed tone as the young officer bit his lip nervously.

"Well, sir. I just wanted to say congratulations on your 20 year anniversary of being on the force, sir." Officer Jones said with a small smile as the chief's face soften at the news.

"Aw, thanks rookie." The chief said with a smile of his own as Officer Jones instantly groaned at the nickname.

"Not to be rude, sir, but can you please stop calling me 'rookie'." Officer Jones screamed as the chief chuckled.

"Not until, you prove yourself to be a real police officer." He said as the young officer pouted.

"But, I've been you're partner for 5 years now! I have seen and do things, that will make the average man crap his pants. What more,do I have to do to prove myself to you?" He screamed as the chief chuckled.

"A lot more than that, rookie." He said softly, before growing serious as he turned back to the road. "Now that we got that out of the way, I feel that I have to warn you about the threat that we are going to face." He said with a stern look as Officer Jones raised an eyebrow at him, but nonetheless listen to his words. The chief may like to make fun of him every once in a while, but it didn't mean that he should ignore him. Especially, when he was this serious. "These people aren't just you're average run of the mill bad guys."

"Yeah, I can tell by that force-field, that they made back at the museum." The young officer said sarcastically, before gripping his seat tightly as the chief made a sharp turn. "So, what? Are you saying that we are going up against terrorist with high-tech weapons?"

"Maybe. I have a hunch on what they really are, but I'm not sure. You remember those hostages that we saved earlier?"

"Yeah, why?"

"When, they were being treated by the paramedics, the little girl said that 'We didn't have to worry, because the bug-lady will stop them'." The chief said as the young officer gave him a confused look. Did he just heard him right?

"I'm sorry, but did you just say 'bug lady'? Care to elaborate on that statement, sir."

"While, you and the boys were pathetically trying to break through the force-field. I talked with the hostages and the little girl said, that's she and her mom were saved by a large bug-like creature."

"You can't be serious, sir. That was probably her imagination trying to cope from the traumatic event."

"That was what I thought too, until her mother came in and told the whole story. She said that one minute they were being held hostage, the next a weird monster appeared and saved them from the robbers." He said as Officer Jones processed everything that the chief told him.

"So, what you are saying is, that a giant bug monster appeared out of nowhere and saved the hostages? I'm sorry for my language, sir, but that's complete bullshit! The next thing you will be telling me, that the robbers are actually aliens in disguise!" He said as the chief turned to him and cocked an eyebrow. "Oh, come on, sir! Now you're just being ridiculous!"

"Look, I'm not saying, that I believe in monsters or aliens. I'm just saying that we need to be careful, when we encounter these people. There is something about those thieves, that I don't like. I can feel it." He said as Officer Jones rolled his eyes, but smiled at his partner's overprotectiveness.

"Chief, I'm ALWAYS careful, when we are in duty. And I have to be since, Carol and the kids won't stop worrying about me." He said as the chief smiled at the mention of his family.

"Don't remind me. You're family practically calls me every day to make sure, that I was looking after you properly." He said as Officer Jone's face went red with the new information.

"Aw, jeez. Really? I'm sorry about that, chief." Officer Jones said with an embarrassed look on his face as the chief chuckled.

"Don't be embarrassed, rookie. You have a great family. Don't take them for granted like I did with mine." He said sternly as Officer Jones laughed at him and smiled.

"Don't worry, I wont." Officer Jones said as his partner ruffled his hair playfully and smiled warmly.

"You're a good kid, rookie. And, now that we got that out of the way, it's time to get back to business." He said as he reached over to turn on his police scanner and grabbed his receiver as he took a deep breath. "WHERE THE HELL ARE MY CHOPPERS?!" He screamed as Officer Jones covered his ears and couldn't helped but to laugh at his partner's antics, it's so like him to ruin a tender moment between them.

" _Don't get you're panties in a twist, chief. I'm here._ " A woman's voice said through the police scanner as the chief looks up and see a police chopper hovering over their heads.

"Officer Maddison. Late to the party as always, it's good to see that you never change." The chief joked as he imagined Officer Madison rolling her eyes at him.

" _Ha, ha, ha, that was so funny I forgot to laugh._ " Officer Madison said sarcastically.

"Do you have the target in sight?"

" _Yeah, I do. Want me to take them down?_ "

"Negative. Whatever they stole from the museum is still on the helicopter, so don't shoot them down. Understood?" He said as Officer Madison sighed dramatically through the receiver.

" _Fine, I'll take them out the boring way. You know, sometimes you're just no fun._ " The officer said playfully as the chief rolled his eyes, but smiled in amusement nonetheless.

"Just go."

 _"Aye, aye, captain."_ She said playfully, before turning off her receiver as she flew ahead to catch up with the other helicopter. Officer Jones glanced at the police scanner, before turning to his partner as he gave him a knowing look.

"What?" Chief Morgan asked, not liking the look his partner was giving him.

"Oh, nothing." He said, while looking away innocently as he smirked. "I just didn't knew that you had a thing with Olivia." He said as the chief glared at him.

"First of all, it's Officer Madison to you. And second, she is just a work friend."

"Huh-huh, whatever you say." The young officer said with a grin as the chief rolled his eyes. Meanwhile elsewhere, we see the Kroglen's making their escape on their helicopter as they had Vanessa, who was still unconscious from the beating Gantu gave her, tied up on a chair with two Kroglen's guarding her.

"Alright, men! We're almost close to our hideout! When we get there, I want you to place the Zennatrix on the weapons vault, and drag this filth into the containment center." He said as he handed the Zennatrix to one of his minions. "And, while you're at it, I don't any of you to lay a single finger on her, until I say so! We need her alive long enough, so that I can extract the secret of the Zennatrix from her. But once I'm finish you're all free to do with whatever you want with her." He said as his men cheered at the thought of getting revenge on Vanessa for the ass kicking she gave them back at the museum. "Except for you, Phil. You're sitting this one out." He said, while pointing to the bulky Kroglen in the back.

"What? Why, sir?" He asked as Captain Gantu glared at him harshly.

"You know, what you did. Prisoner 443, Planet Hyurs, ring any bells?" He asked as the bulky Kroglen thought deeply, before paling as he knew what his boss was talking about. "Didn't think that I'll figure it out, huh? You're a sick man. We may be evil, but even we have standards." He said with a scolding tone as the bulky Kroglen rubbed his neck guiltily and looked away. The Kroglen's that were standing beside him, quickly took step backs as they too were disgusted by his actions.

"Uh, sir? We may have a problem." One of the Kroglen's said as he glanced out of the window of the helicopter with a pair of binoculars in his hand.

"What is it, Xharlax?" Captain Gantu said as Xharlax turn back to him and gave him a grim look.

"We're being followed."

"What!? By who?! Is it those pesky Guardians?" The captain asked as Xharlax shook his head.

"No, sir. We're being followed by the cops."

"The cops!? What do you mean the cops!? There is no way, that they can catch up with us! Give me those binoculars!" Gantu ordered, while grabbing the binoculars from his minion's hand as he peeked out the window and sure enough, he saw the police chasing after them on their primitive earth vehicles **[His words, not mine]**.

"And, what's worst, is that they have their own chopper as well." Xharlax says as Gantu looks up and saw a small chopper following them as well. "I estimate, that at the speed it's going, the chopper will reach us in 6 minutes."

"Hmmm, I got to admit. The fact, that the humans had managed to keep up with us for so long is impressive, but we can't have them following us back to HQ, now can we?"

He asked rhetorically as he bends down and picked up a really big and intimidating looking gun. The Kroglen's grinned at the sight of the huge gun as Gantu walked over to the side door and opened it. Not knowing that Chameleon was still hitch-hiking on their helicopter as the metal, that it was sticking too, suddenly started opening. Chameleon let out a small yelp as it hastily leaped on the roof of the helicopter, barely missing the deadly spinning blades, as it laid across the roof and sighed in relief.

Curious/annoyed on why the wall, that it was sticking too, suddenly started opening as it peeked its head down and paled at the sight of the large gun. Chameleon didn't know what the Kroglen was going to do with his gun, but when Captain Gantu pointed his gun at the other helicopter, that's when it started panicking. Thinking quickly, Chameleon pulled out it's earpiece and taps the button three times, before ducking down as it covered it's ears.

Captain Gantu took a deep breath as he placed his finger on the trigger, just as a loud noise was heard. Causing the Kroglen's to cover their ears to block out the blaring noise as Captain Gantu let out a pained scream and accidently pulled the trigger. Officer Madison eyes widen in shock as a purple beam flew pass her and struck the building that was down below her, causing it to explode as flaming debris started raining down the street. Thankfully, the building was abandon, so no one was killed.

"HOLD ON, ROOKIE!"

But it didn't mean that everybody were safe from the explosion as Chief Morgan and his squad were forced to dodge the failing burning debris from the suddenly exploding building. Officer Jones held on for dear life as the chief started swerving the car around in an effort to the dodge the falling debris, but much to the cop's dismay, one managed to get a lucky hit as a debris struck the side of their car and caused it to crash against the street. Along with other police officers, who were unfortunately driving to close to the chief and crashed as well.

"What...the hell...just happened!?" Officer Madison asked with a surprised and worried look on her face as she stared at the scene down below, before glancing back at the helicopter as she gripped her lever tightly. "What the hell are we facing against!?" She asked to no one in particular as we cue back over to Gantu, who was staring at his smoking gun with a blank look on his face as Xharlax appeared beside him.

"…Uh, boss...you missed." Xharlax said as Captain Gantu glared at him and smacked him on the back of his head.

"I KNOW, THAT I'VE MISSED YOU DUMBASS! THAT FREAKING LOUD NOISE CAUGHT ME OFF GUARD AND MADE ME LOOSE THE SHOT! WHAT THE HELL WAS THAT ANYWAY!?" He asked Xharlax, who cowered in fear at his boss angered state.

"We, d-don't know, s-sir. None of us m-made that noise. It just came out of n-nowhere." Xharlax stuttered as Gantu glared down at him, making him shrink back as Gantu tossed his gun aside.

"WELL, SOMEONE HAD TO MAKE THAT SOUND! AND, I WANT TO KNOW WHO DID IT, OR ESLE I WILL-!" He screamed, before stopping as a sneeze was heard...from the outside of the helicopter. All of the Kroglen's looked up to the roof in suspicion as Xharlax turned to his boss, who've gone eerily quite as he glared up to the roof.

"Uh, what was that, sir?"

Xharlax asked as Captain Gantu held out his hand and motioned him to be quiet. Xharlax nodded as Captain Gantu quietly reached over to the side door and poked his head out, just as a gasp above him was heard. Gantu let out a low growl as he placed his hand on the edge of the helicopter and hoist himself up to see…nothing? Gantu hummed in thought as he scanned the roof for any potential threat, but found none.

"Sir, did you found the source of the noise?" Xharlax asked as Gantu let out a long sigh, before ducking down as he shook his head.

"No, the roof is empty. For a minute, I thought we had a stowaway in our hands."

"Me too, sir. Look, whatever that noise was it's gone now, and look!" Xharlax says, while pointing down at the piles of crashed cars on the ground. "The humans are distracted! This is our chance to escape, sir!" Xharlax said excitedly as Captain Gantu looked down at the carnage below him and nodded.

"You're right, we should go." Gantu said as he turned to his minions. "Alright men, we wasted enough time, as it is. While the humans are distracted, this is our chance to make our escape. Let's go!" He said as the Kroglen piloting the helicopter nodded and set a course back to their HQ.

"Whew, that was close!" A disembodied voice said as we see can see a silhouette of a body sitting on the roof of the helicopter. "Better turn visible again." The disembodied voice said as a shimmer sound could be heard and, just like that Chameleon appeared back on the roof. "I really need to be more careful next time, if I didn't had my invisible powers they could of caught me for sure." Chameleon said, before frowning as it remembered the events that happened a few minutes ago. "Thank goodness, that I managed to stop that jarhead from destroying that helicopter. I wish, I would have done it without making so much causalities, but I can't blow my cover just yet. I need to wait until these idiots take me to their evil lair, so I can give the coordinates to Director Danvers and she can bring in a strike team to stop these assholes."

It said as we cue back over to Chief Morgan, who's ears were ringing from the crash as he groggily looked around and noticed that he everything was upside down. Confused, he rubbed his eyes and noticed that his squad car was totally flipped upside down and he was hanging from his seat, his seatbelt the only thing only holding him from falling down.

"Chief? Chief? Are you okay!? Don't worry, I'll let you out!" Officer Jones concern voice was heard outside of the police car as Chief Morgan felt someone unbuckle his seatbelt and he fell face first on the roof of his car. The chief groaned in pain as he felt someone grab him by the waist and pulled him out of the destroyed car. "He, he, he, sorry chief. I should've thought that out more."

"You think." The chief said as he glared at the young cadet, but that glare instantly washed away as he saw the state his partner was in. "Victor, are you okay?" He asked, using his partner's real name for once.

"Don't worry, Alex. I'm fine." He said, using the chief's real name as well, as the chief eyed his partner's injuries with a concerned look. Officer Jones had a small gash on his forehead and his body was covered in bruises and scratches. Nothing to serious, but nothing ignore either "If anything, it's you who I'm worried about." Victor said and he was right to be worried, since the chief's injuries were even worse than his! The chief's head had a large gash on the left side of his head, he had pieces of glass sticking out on his face and he had bruises and scratches on his entire body.

"Don't be. You don't think that I suffered something like this over the last 20 years of service?" He said as he pulled out the pieces of glass from his face, causing him to wince as he tossed the pieces aside. "To me, a car crash is just another Tuesday." He said as he sit up from the ground and leaned his back on the police car. "Now, that we got that out of the way, what happened to the other officers?" He asked as Victor's face fell and looks at the ground, not meeting his partner's eyes. "That bad, huh?" He asked as the young officer nodded sadly.

"Yes, sir. 14 officers were mortally wounded by the car crash, and 8 received severe injuries." He said as Chief Morgan hangs his head down in shame at the news. "Miraculously, no one was killed and an ambulance is on its way." He said as Chief Morgan clenched his fist and let out a few curses under his breath. "Sir, this was not you're fault." He said, while giving his partner a sympathetic look as the chief scoffed at his words.

"Yes, it was, rookie. I was the one that ordered everyone to chase after those crooks, and now because of my ignorance they paid the price."

"Alex, these people knew the risks that they were taking, when they took this job." Victor said, while sitting down next to Alex as he gave his partner a serious look. "They were trained to take on all the threats that the police had to regularly face."

"But that's the point, Victor! They never face this kind of threat before, and because of that they were nearly killed! And, what's worse is that I nearly got _you_ killed! What would you're family say if I came back alive and you didn't? He said, before grunting as he painfully stood up and started limping away. "After this horrific event, it's clear to me now, that I have to face this threat...alone."

He said with a dark tone as he struggled to walk away, but because of his injuries, he was forced to buckle down as the pain soon became to much for him to bear. Officer Jones stared at him shock at his speech, before coming to his senses as he ran after his old partner and helped him stand up.

"Alex, wait!" He screamed as he placed his hand on his shoulder, but the chief slapped it away.

"Don't try to stop me, Victor!" He screamed as Victor gave him a stern look, and placed Alex's arm over his shoulder as he hoisted him up.

"I'm not going to stop you, Alex. In fact, I want to join you." He said Alex eyes widen in disbelief. "You were right, chief. This threat is too much for the police to handle. So, is up to us to stop them."

"No, victor! This mission is way dangerous for you!" He said as Officer Jones rolled his eyes at him.

"And this mission is too dangerous for you too, and that's why I'm going."

"But, think of you're family!"

"They're the reason, I'm doing this in the first place!" Victor screamed, causing the chief eyes to widen in shock as this was the first time that his partner ever yelled at him. "I know that I'm going on a suicide mission, and I don't care! When I first joined the police force, I vowed to myself to protect my family with everything I got! And, that includes you too, chief. Because, I consider you part of my family, and that's why I can't let you go out there without any back up. Like it or not, I'm coming with you and you can't stop me!" He said with a determined look on his face as the chief stared at him, before grinning as he gave Victor a proud look.

"And, that is why you're my partner. You have the true strength and heart to be a real policeman. I'm really proud of the man you become, Victor." He said as Officer Jones beamed at the praise.

"So...does that mean, you would stop calling me, 'rookie'?"

"Nope." He said with a straight face as Officer Jones pouted. "And, for the 'I consider you, my family' statement you just said. I will like to say that I consider you a part of my family too, Victor." He said with a warm smile as Officer Jones smiled and hugged him. "Now, before we go, I feel obligated to give you one last warning. These people are arguably the most dangerous foes we had ever face. There is a 99% chance that we may never come back from this. Are you sure, you're up to this?" He asked as Victor smirked at him and waved off his worries.

"I'm sure, chief." He says as Chief Morgan smirked at him, happy to have such a dedicated partner like him. "Besides someone has to look out for you, and since I'm you're partner, I feel that is up to me." He said jokingly as Alex shook his head in amusement and laughed.

"Okay, but if aliens started probing you, don't come crying to me." He says as Victor rolled his eyes, once again his partner just had to ruin the moment. Victor was about to give a comeback, when suddenly the police scanner from their destroyed car mysteriously turned on and a familiar voice rang out.

" _Chief? Officer Jones? Are you there? Is everyone alright?_ " The worried voice of Officer Madison was heard as Chief Morgan, with the help of his partner, walked over to the police scanner and picked up the receiver.

"Yes, we're here, Officer Madison." He said as he heard Officer Madison sigh in relief over the receiver.

" _Chief Morgan! It's good to hear, that you are still alive. Is Officer Jones with you?_ "

"Yeah, I'm here, Olivia. Me and the chief are fine, but the same couldn't be said for our squad. We received a pretty big hit over here."

" _Yeah, I saw. What the hell was that, anyway? It was something like straight out of comic book!"_

"We don't know what that was, but we do know that they're not going to get away with it!" The chief said determinedly as Officer Jones nodded in agreement. "You think, you can get a visual on them?"

 _"Yeah, hold on second."_ She said as the receiver went quite for a few seconds, before she responded. _"Got them, sir. They're heading for the west side of the city, they seem to be heading for the direction of an abandon warehouse on Tara Strong Boulevard_ _. Want me to shoot them down? Please say, yes."_ Officer Madison pleaded.

"Negative. Drop down and pick us up, me and Officer Jones are going after those bastards ourselves."

 _"I like the way you think, chief._ _I'll pick you up in 10 minutes."_ Officer Madison said as Chief smirked, before turning off the police scanner as he turned to his partner.

"Okay, rookie. When she arrives, I'll tell her to fly us to the nearest hospital and get patched up. Once we both heal up, we're going to take a detour to my house and pick up some heavy artillery."

"But, sir, it will take us all night to get healed up, and even longer to pick some weapons. Won't the thieves be long gone by then?"

"Oh, don't worry, rookie. I have a feeling that they won't be going anywhere, anytime soon."

"How are you so sure about that, chief?"

"I can feel it...in my belly." He said, while patting his gut as Victor gave him a 'Are you serious' look.

"Did you seriously just quote 'Rise of the Guardians' to me?" He asked as Chief Morgan gave him an innocent shrug. "See, now _that_ is why you're my partner." He said, while giving him a fist-pump. "But in all seriousness, won't it be better if we just storm the place, now?"

"Trust me, rookie. My gut is never wrong, besides we're in no shape to fight anyway. So, for now let's just sit tight and wait for Officer Maddison to pick us up" He said as Officer Jones gave him a look, but decided to reluctantly follow his orders as they waited for Officer Madison to arrive.

* * *

The blinding lights was the first thing, that Vanessa registered when she woke up. Well, that and a killer headache that was pounding her head like a jackhammer. Why did her head hurt so much? Did Kevin persuaded her to have a drink or something? Vanessa instantly shot down that silly idea as she knew that she wasn't stupid enough to drink, especially since she had a little sister to take care of now...thanks a lot, dad. Vanessa thought bitterly as she sat up from the metal floor and stretched her arms-wait a minute, metal floor!?

Instantly Vanessa's body went tense as she instinctively leaped up from the floor and crouched down as she scanned her new surroundings. Vanessa's eyes widen in surprise as instead of resting on her bed in her RV, she was instead placed on a small room with no windows, a large TV screen that was wired on the wall, a small bed, and a metal bucket that currently placed the left side of the corner.

Vanessa crinkled her nose in disgust at the bucket, but choose to ignore it for now as she used her enhanced sight to scan the room for any potential escapes, but sadly she found none. The only escape route that she found was a metal door that was placed on the center of the room, but much to her dismay, it seems that the only way to open the door was if someone from the outside let her out.

"What the hell? Where am I? And, how did I get here?" Vanessa asked to no one in particular, before pausing as memories from earlier started appearing on her head. "Oh. Now, I remember, what happened." She said dejectedly as she pressed her back on the wall and slide down the floor as she rested her head on her knees. "I can't believe, that even after all my years of intense training, I got my ass handed to me by a one eyed freak! Granted he had super strength, but that's beside the point! If my uncle hears about this, he will never live it down...or worse, he might start training me again!"

Vanessa said, while grabbing her head in fright as the thought of training with her uncle again send shivers down her spine. The young heroine will admit that while she may love her uncle to pieces, the man was not a saint when he was training her. In fact, to her point of view, he was a demon in disguise. Quickly shaking her head to get rid of painful memories from the past as she took a deep breath and placed a hand on her chest to steady her beating heart, when suddenly she froze as she noticed that something _really_ important was missing from her chest...and no, is not what you think it is. Get you're mind out of the damm gutter.

"Where's the hell is the Zennatrix?!" She asked with a panicked look on her face as she searched around the metal room for her missing device, just as the TV next to her suddenly turned on. Causing Vanessa to let out a surprise squeak as the screen flickered a bit, before a familiar image was shown.

"I think, I can answer that for you, 'hero'." Captain Gantu said mockingly as Vanessa narrow her eyes at the screen and stood up.

"You." Vanessa said venomously, while crossing her arms as Gantu smirked at her.

"Oh, I see that you manage to survive the beating, that I gave you. Trust me, when I say that I _tried_ to hold back, but it seems that I'm more stronger than I thought." He said with a grin as Vanessa rolled her eyes.

"Oh, sure. Go ahead, and brag about beating up an innocent little girl. That _defiantly_ shows how much of a man, you are." She says sarcastically as Captain Gantu scoffed at her words.

"You may look like a child, but you certainly don't act like one. Especially with the strength and speed, you demonstrated back at the museum. I have to admit, while you are my enemy, you're skill with the way of the sword is impressive." He said, before snapping his fingers as a minion appeared on the screen and handed him Vanessa's swords, before walking off. "What is even more impressive are these swords. I can't seem to break them, even with my strength. I know, it's not made of Taydenite. So, what is it made out of?"

He asked, while inspecting her swords as Vanessa clenched her fist and glared fiercely at the large alien. Vanessa was beyond mad, she was livid! Wasn't enough that this guy kicked her ass, destroyed her most prized possessions and strip her of her dignity as a heroine, but he had to balls to steal her swords too!? When she finds Zeda, the first thing she will do is go all Tetra-Girl on his ass, speaking off which...

"What did you did with the Zennatrix? Where did you took it?" She asked, while placing her hands on her hips as Gantu glared at her coldly.

"Careful with that tone you use, human. You don't want a repeat of last time, don't you?" He asked as Vanessa bit her tongue to prevent the swears, that were bottling down her throat from coming out, She couldn't afford to piss this guy off just yet. Whether she liked it or not, this guy had a huge advantage against her and until she can find Zeda or her weapons, she needs to play it safe and be nice to him...for now.

"Sorry, sir." She said as she winced at having to call him 'sir'. "What I meant to say was, can you tell me where the Zennatrix is?"

"What's the magic word? I can't tell you, unless you say the magic word." He said teasingly as Vanessa's eye twitched in annoyance and every instinct of her body told her give the large alien the middle finger, but she choose to ignore her primal instincts as she reluctantly followed Gantu's wishes.

"Will you tell me, where the Zennatrix is...Pleaaaaaaaase?" Vanessa said through gritted teeth, while giving him an obviously fake smile as Captain Gantu nodded approvingly.

"Now, that is more like it, human. Anyway, to answer you're question. I've hid the Zennatrix on my weapons vault. It's surrounded by an level 5 energy-field, so if you somehow managed to escape don't even bother trying to get it back. The energy-field will shut down only by my voice command."

'Okay, well at least I know, where Zeda is. But what about the briefcase' Vanessa thought to herself, before speaking up.

"Why did you stole the briefcase from the museum? What's inside that briefcase, that's so important?" Vanessa asked.

"Like, I said before, our boss wanted a piece of his property back. We don't know what's inside that briefcase, but it doesn't matter now. He won't care about a silly briefcase, now that we have you. Or more specifically, the Zennatrix. So, why don't you be a good little girl, and tell me everything you know about the Zennatrix?"

"Yeah, how about, no." Vanessa said with a cheeky grin.

"Now, you listen here-"

"No, how about you listen here, asshole." She said harshly as Gantu glared at her in shock. The young heroine knows that she royally fucked up when she snapped at him and called him an asshole, but she couldn't stand it anymore! This guy was making it really hard to act polite around, so she decided to fuck it and gave in to her primal instincts. "You may have me locked inside this room, but sooner or later, I'll find a way to get out of here and once I do, I will-"

"You'll do, what? Fight me? Kick my ass? That didn't work out so much last time, don't you think? Especially, since it took you a long time to recover. Now, unless you want another beating, I suggest you keep you're mouth shut." He ordered threateningly as Vanessa blinked in confusion, what did he mean by that?

"Wait, hold up! What do you mean, it took me a long time to recover? How long was I out?" She asked as Captain Gantu let out a thoughtful hum.

"Hmmm, 18 hours give or take. You were knocked unconscious for almost a full day."

He said as Vanessa let out a small gasp and fell back on her tiny bed in shock. 18 hours!? She couldn't believe, that she was unconscious for _that_ long!? Oh, god. What will Sabrina think, when she noticed that her big sister wasn't home, yet? What will the gang think? They're probably worried sick of her! She needs to go back home and reassure them that she was okay, but first she needs to deal with big ugly.

"What are you going to do with me?" She asked as Gantu grinned and grabbed a weapon offscreen.

"It's not what I'm going to do to you, it's what you are going to do for me. You _will_ tell us the secret of the Zennatrix, and if you don't, well..." He said as he pressed a button on the device and electricity shot out of it. "We'll make you."

He said as he laughed manically and the screen flickered a bit, before turning off. Gantu's taunting laughter played on Vanessa's head like if it was on a loop as she flopped on her prison bed and rested her head on her pillow. Tears started appearing in her eyes as she finally realized the seriousness of this situation, she was trapped on a room by a derange maniac, she lost her swords and without the help from her friends or Zeda, she was doomed. Never before in her life that she ever felt this helpless! Normally, she was very optimistic and confident, that she will come out of any situation okay, but this time she wasn't so sure.

"Kevin...Gwen...Ship...Zeda…Mikey...Sabrina...Ben, please save me. I can't do this on my own. Someone please come and help me...Somebody...anybody."

Vanessa said, while squeezing her eyes shut as she cried softly on her pillow. Vanessa continued sobbing on her pillow, before stopping as the door to her prison suddenly starting opening. Causing Vanessa to hug herself to the wall as she wipes away her tears and mentally prepares herself to fight, just as a figure stepped out of the shadows and much to her surprise, it wasn't Gantu...in fact it wasn't even a Kroglen!

The figure that stepped out of the shadows was a teenage girl that seems to be about her age and height, with white hair in the shape of a bob cut, green eyes that almost looks reptilian and pale skin. The girl was wearing a green jumpsuit with dark green markings, black goggles with green lenses, black gloves with green lines and green boots with black lines. But, what defiantly caught Vanessa's attention, was a large green tail that seems to be sprouting out of the mysterious girl's back side.

"Hello, I'll be you're hero for the day. My name is Chameleon, nice to meet you." Chameloen said with a cheerful grin as Vanessa stared at her in bewilderment. Surprised by the sudden turn of events.

* * *

 **And done! Man was this fun to write! Sorry for the lack of any real action in this chapter, and that Vanessa only appeared at the end, but don't worry! Next chapter we will defiantly focus more on Vanessa, and can I say that I'm stoked for the next chapter! There will be new friends, a rematch with Captain Gantu and a really special surprise that I have for you guys, that will defiantly knock you're socks off!**

 **Anyway as always, I will talk to you all later.**


	30. Original chapter, Episode 1, Part 3

**And new chapter! Hey, guys I hope you will enjoy this chapter since it took me forever to finish it.** **Also fair warning, this chapter will mainly focus on Vanessa and Chameleon getting to know each other and there's little to no action. Sorry if that upsets you, but I feel that its important for Vanessa and Chameleon to get to no each other, before the real fun can begin. Also, I know that I said that there were going to be a rematch of Captain Gantu and a special surprise in this chapter, but plans of have changed and I decided to leave it for the next chapter. Now, I know some of you are angry, but there's a reason why I am leaving it for the next chapter and I will explain at the end. Also I know this is unrelated, but I recently found out that Adventure Time was ending and that made me incredibly sad. When I first watch the show I thought it was completely stupid, but over time the show just got sooooooooo much better, and its sad to see it ending. But all good things must come to an end, right? I'm still going to miss that show...** **anyway I don't own anything, except my OC'S.**

 **NOW LET'S GET ON WITH THE STORY!**

 **{The Misadventures of Vanessa Cunningham- Episode 1, part 3: Chameleon's origins}**

(10 minutes earlier)

"I can't believe I just did that!" Chameleon grumbled anxiously, while crawling on the ceiling of the warehouse as she scurried passed multiple Kroglen's, who didn't see her thanks to her invisibility powers. "I can't believe I just disobeyed a direct order from Director Danvers. I'm so screwed! There's no telling what she will do to me once I come back. How did I got myself into this mess?"

(Flashback)

 _"…And then, after I saved the police from being killed by Captain Gantu, I'd finally arrived on their secret base. When the helicopter landed, I jumped off and turned invisible. Just as Captain Gantu open the door as his minions followed him, while dragging the blue haired girl from before. After that, I stayed close to them for a little while, before finding a secure place to sleep and that's what happen." Chameleon said, while hiding in the janitors closet, as she spoke into her earpiece. "Sorry that I didn't call you earlier, Director Danvers. But with all the Kroglen's around, I couldn't find a secure place to talk with you."_

 _"It's all right, Special Agent Chameleon. You did the right thing by not calling me and blowing you're cover, good work Agent." Director Danvers says as Chameleon smiled proudly at the praise. "Now, reveal to me the location of their current home base, so we can plan the attack."_

 _"Oh, sure thing Director Danvers. Just hold on a sec." She said as she opened the door and peeked her head out to make there weren't any Kroglen's around, before closing the door. "The Korglen's evil lair is located on the west side of Bellwood on an abandon warehouse in Tara Strong Boulevard."_

 _"…Seriously? The villain's lair is an abandon warehouse? Cliché much." She said with an unimpressed tone as Chameleon nodded._

 _"Yeah, I know. But cliché or not, that's where they're located. What do you want me to do now, sir?"_

 _"You done enough, Chameleon. Leave the base, and wait for the Guardians to show up. They will arrive with back up in one hour." She says as Chameleon nodded and was about to hang up, when suddenly a thought appeared on her head._

 _"Um, Sir? What should we do about that girl the Kroglen's captured earlier? Shouldn't I try to save her or something?" Chameleon asked as she heard her boss sighed remorsefully_ _through the earpiece._

 _"Hate to break this to you, Agent. But that's a negative." She said sternly Chameleon eyes flew open in shock and horror._

 _"Sir, you can't be serious? Are you ordering me to abandon that poor girl?"_

 _"We have no choice, Chameleon. This is the first real lead we had on the Kroglen's for months now, and we can't simply risk everything for this one girl_ _. Now, I want you to leave the base right now befo_ _re the Kroglen's catches_ _you. That's an order!_ _"_

 _She ordered as Chameleon angrily clenched her fist and glared at the floor below her. One side of her told her to be a good little agent that she always_ _was a_ _nd obey her boss's orders, but another part of her told to ignore her boss's orders and save that girl. Finally after a few seconds of contemplating, Chameleon had made her decision._

 _"No." She said as silence filled the air for a moment, and the only thing Chameleon could hear was her heart beating madly as she waited for her boss to respond._

 _"…No? What do you mean, no?" Director Danvers said with a forbidding tone as the young agent gulped nervously, but stood her ground._

 _"I said, no!" She screamed into her communication device, before taking a deep breath as she calmed herself. "Look, I'm sorry, Director Danvers. I know you've only making this decision not because you're being selfish, but because you're only thinking of the greater good. And I respect that, but I can't following it."_

 _"Chameleon wait-"_

 _"I already made up my mind, Director. I'm going to save that poor girl, and there's nothing you can do to stop me." She said as she took off her earpiece and crushed it_ _in her hands_ _. "Sorry, Director Danvers." She said to herself as she turned invisible and open the door._

(Flashback over)

"Oh, yeah. Now I remember." She said sulkily as she couldn't helped, but to feel guilty over how she disobeyed her boss like that. Even after everything the older woman had done for her over the years. "I can't believe that talk ended so horribly! But, what's done is done. There is no going back now. All, I can do for now is to finish my mission, and save that poor girl." She says as she made her way to the containment center, and saw two guards standing by Vanessa's cell. "Hopefully, I'm not too late." She says as she sneakily made her way over to the two Kroglen's.

"Hey, Frank? Have you heard the good news?" One of the Kroglen's asked as Frank turned to him.

"What is it, Mitch? Can't you see I'm trying to work here?"

"I know, but this is important. Xharlax called in, and said that the boss was coming down here to have a little 'talk' with our human prisoner over here." He said, while gesturing to the metal door that were currently guarding. "He even said that when the Captain is finished 'talking' with our prisoner, we can do whatever we want with her!...well except for what Phil did on planet Hyrus." He said as Frank shuddered.

"Don't remind me. That man is disgusting!" He said as Mitch nodded.

"Yeah...anyway, he said that we can have first dibs on her. Isn't that great?" He said, while grinning sinisterly as his fellow Kroglen grinned back.

"Oh, its more than great. It's spectacular! I can't wait to get my hands on her! That crazy bitch nearly killed me back at the museum. I swear that once Captain Gantu is finish with her, I'm going to stick my blaster down her throat and pull the trigger!"

"I hear you, my friend. Did you know that she dropped a dinosaur statue on me and my team earlier? That freaking hurt, you know?" Mitch said as Frank scoffed.

"You think that's bad? Sherman's got the worst of it since he got slashed in the chest." He says as Mitch's eyed widen in surprise and worry.

"Oh my god? Is he going to be okay?"

"Oh, yeah. I checked in on him earlier, and the doctors said that he's going to be just fine." He said reassuring his partner. "He may be out of commission for a while, but the good news is that he has a cool scar now. I saw it earlier, and it was pretty sick." Frank says as an excited look appeared on Mitch's face.

"Really!? I want to see it!" Mitch said as he absentmindedly dropped his gun and made a beeline for the infirmary.

"Whoa, there little buddy." He said, while reaching for his partners collar as Frank pulled him back. "You can check out his scar later, buddy. But for now we need to stay put, and guard this door. We can't let Captain Gantu think were slacking off." He said as Mitch sighed, but nodded nonetheless.

"You're right. I guess, I can check it out later." Mitch says as he reluctantly walked backed to his post and bends down to pick up his gun, but strangely he couldn't find it. "Hey, Frank. Have you seen gun?"

"No, why do you ask?"

"I can't find it, and I know that I left it here. So, where did it-" Mitch didn't managed to finish his sentence as he felt a blunt object hit against the back of his head and he instantly was knocked out.

"What the hell!?" Frank screamed as a shimmer sound was heard and before he can react, Chameleon appeared behind him and hit him in the back of his head with Mitch's gun. Resulting him to be knocked unconscious as he fell on the floor and Chameleon huffed exhaustedly.

"Sorry, boys. Normally I would've love to stick around and kick your ass, but I'm on a tight schedule." Chameleon says as she walks over to the metal door and notice a keypad on the wall. Chameleon stared at the keypad for a seconds, before shrugging as she reared back her arm and punched the keypad with all of her strength. The keypad sparked widely as the metal door beeped red, before going green as the door was unlocked. Chameleon smirked as she open the door and walked into the room.

(Present)

"Hello, I'll be you're hero for the day. My name is Chameleon, nice to meet you." Chameleon said with a cheerful grin as Vanessa stared at her in bewilderment. Surprised by the sudden turn of events.

"What the hell? What's going on? And, who are you?...What are you?" Vanessa asked, while staring at her tail as Chameleon gave her a reassuring smile.

"A friend." She said, before holding out her hand as Chameleon gave her an urgent look. "Look, I know you have millions of questions right now, but we _really_ need to leave before Captain Gantu shows up. And trust me, you do not want that."

Vanessa stared at her warily as she debated on whether or not she should trust this stranger, but after a while of consideration, Vanessa decided to go along with Chameleon. Not because she trusted her, but because she knew that the girl was her best bet of getting out of here, and since she did break her out of prison Vanessa figured she couldn't be all bad. With her decision made, Vanessa reached out her hand and grabbed her arm as Chameleon pulled her up from the bed with ease.

"Good, now follow me." She said as Vanessa nodded and followed her out of the room."Help me drag these assholes into the room, before they wake up." She said, while gesturing to the knocked out Kroglen's.

"Whoa! What happened to those guys?" Vanessa asked, while lightly kicking Mitch's body.

"I knocked them out." Chameleon answered causally as Vanessa starred at her in amazement.

"No way! You managed to knock out two Kroglen's by yourself? That's amazing!" Vanessa said with stars in her eyes as Chameleon blushes in embarrassment.

"Oh, it was nothing really." She says dismissing her compliment as she walked over to Frank's unconscious body and picked him up. "Now, while I don't mind getting complimented. I really think we should focus on hiding these guys, before any more Kroglen's shows up."

She says, while hoisting Frank over her shoulder like a sack of potatos as she made her way to Vanessa's old prison cell. Vanessa starred at her in astonishment as Chameleon walked passed her without a care in the world, like if carrying someone that was twice her height normal. Shaking her head in amusement, Vanessa walked over to Mitch's side and grabbed his leg as she dragged him over to her jail cell. Both of the girls huffed as they dropped the Kroglen's on the bed and tied them up with some rope that they found lying around as they nodded approvingly, before walking out as Chameleon closed the door. She didn't locked it since she broke the keypad earlier, but it will at least hold them long enough so they can make their escape.

"Okay, that should hold them for a little while. Now, what?" Vanessa asked her rescuer.

"Now, we get the hell out of here." She says as she grabbed Vanessa's wrist, and ran down a corridor as Vanessa folled hastily.

"Easier said than done, but what's our escape plan?" Vanessa asked as Chameleon flinched and stopped running.

"Well, originally I was going to use my powers to sneak around the warehouse and look for an exit, but now that you're here that complicates things." She says as Vanessa tilted her head in confusion. "Let me explain. You see when I was a little girl, I was on a lab accident that gave me superpowers, and one of those powers was to camouflage myself." She says as Vanessa's eyes widen in surprise.

"Really? That's awesome!"

"I know, right. I can camouflage myself to any environment, and be partially invisible to the naked eye." She explained as Vanessa listened attentively. "But the bad thing is that when I was experimenting with my powers, I found out that I can't turn anyone else invisible. Only myself, which means-"

"That you can't turn me invisible, and we can't sneak around the base without getting spotted." Vanessa concluded as Chameleon nodded.

"Yep. I wasn't really planning on rescuing you today, so I don't exactly have a plan B."

"So, were pretty much stumped, aren't we?"

"Yep...Unless, if you have suggestions on what we can do. Because right now, I got nothing." She said as Vanessa hummed thoughtfully, and wondered what will Ben do in this kind of situation? How would he handle this? A lightbulb appeared over Vanessa's head as she turned to Chameleon and gave her a sly smirk.

"Chameleon, I have plan!"

"Really? That's great! What is it?" Chameleon asked.

"Okay, now if the original plan was to run away, then how about we don't?"

"...You had me, and then you lost me." She said as Vanessa shook her head.

"No, no, hear me out. If we can't escape without getting caught, then why don't we just fight them head on?"

"Yeah, that's not going to work, sweetie. Fighting one or two Kroglen's maybe easy, but fighting an whole army of them? Now, that's just suicide."

"Not if we have the Zennatrix with us." Vanessa says with a smirk as Chameleon gave her a confused, but curious look. "Let me explain. 3 months ago, I was trusted with a device called the Zennatrix."

"The Zennatrix, huh? I never heard it. What does it do?"

"It's a circular device that when I implanted into my chest it will allow me to transform into different types of alien creatures, 9 to be specific. Each one with a specific set of skills that can help us fight off the Kroglen's, and maybe even defeat them."

"Hmmm, I don't know. These Kroglen's are tough son's of bitches. Are you sure we can defeat them with the Zennatrix's help?" She asked as Vanessa smirks confidently and placed her hands on her hips.

"Of course! Any one of my aliens can take down a Kroglen with no problem!" She said reassuringly as Chameleon sighed heavily.

"I don't know if your lying to me or you're just crazy, but since we don't have any other plan right know, we might as well see if it will works out. Now, Let's go find your...what do you called it again? Zenna-something, I can't remember." She said as Vanessa rolled her eyes.

"It's called the Zennatrix. And lucky for us, I know exactly where it is!" She says as Chameleon raised in eyebrow in surprise.

"Really? How?"

"While I was being held hostage, Captain Gantu called me and started monologuing about his plans." She says as Chameleon snorts in amusements.

"Villains, and their monologuing. Don't they ever learn that its a bad idea to reveal your plan to your enemy?"

"I know right? Anyway, I used his arrogance against him, and manage to make him accidently reveal to me the location of the Zennatrix."

"Where is it?"

"He said that's it located on the weapons vault. He also mentioned that its surrounded by a level 5 energy-field." Vanessa says as Chameleon scoffs.

"Level 5? Is that all? Don't worry, I know how to break through a level 5 energy-field with no problem." She said before turning around as she started walking. "Now, come on. I'm pretty sure I passed by a room filled with high-tech weapons earlier, so I'm pretty sure that's the weapons vault. And, with any luck the Zennatrix should still be there." She said as Vanessa nodded, and followed her.

* * *

While the girls set out on their quest we see a police chopper flying through the city of Bellwood as we zoom in, and see Chief Morgan and Officer Jones riding on Officer Maddison's helicopter as they headed straight towards the Kroglen's lair. After being discharged from the hospital and picking up some guns from Alex's house, the gang were now ready to face the kroglen's.

"Are we there, yet?" Officer Jones asked as Chief Morgan groans in annoyance.

"Rookie, you've asked the same question 14 times already. Give it a rest!"

"I know, chief. It's just that I'm anxious about what's going to happen. I never fought with these kinds of people, so I'm kind of nervous." He says as the chief's face soften and he placed a hand on his shoulder.

"It's not too late to pull out, yet Rookie. You can still walk away from this." He says as Victor shook his head and gave him a determined look.

"No, chief. I'm fine." He said as Alex gave him a disbelief look. "Really, I'm okay. I just got cold feet for a second there. There's no need to worry about me. I can handle myself." He says as Alex smiled and nodded. "But seriously, are we there yet?" He asked as Alex threw up his arms and screamed in frustration.

"Leave him alone, Victor. Were almost at our destination, so there is no need to fuss." Officer Madison said, while smiling as she chuckled at Victor's antics. Olivia is a 38 year old woman with blue eyes, short brown hair, a beauty mark on her left cheek and she wears a standard police uniform.

"Good. So, now that we have some free time, I think it's time that we come up with a plan. Any ideas?" Chief Morgan asked as Victor quickly raise his hand.

"Ooh, ooh, me! Pick me!" He said excitedly as Chief Morgan gave him a weird look, but pointed at him nonetheless. "Okay, here's what I think we should do. First, Olivia will land the helicopter near the warehouse, and then we grab the guns and bust right in, gun's blazing! Any questions?" He asked with a grin as Chief Morgan and Officer Maddison gave him blank looks.

"Uh, rookie, I appreciate the effort, but I don't think that's a really good plan." He said as Victor pouted. "Anyone else? Olivia?"

"Well, I could just fly right in, and shoot missile at them. Won't that be fun?" She asked with a psychotic smile as Chief Morgan and Officer Jones face paled a little. **[I know normal police helicopter don't carry missiles or guns in them, but in my story they do.]** "Relax, you babies. I'm just kidding. I honestly don't really have a plan in mind. I was kind of hoping you would."

"Me? Hmm, okay let me think." He said as he dug deep into his brain to look for a solution, and an idea popped into his head. "Oh, I got it! Okay, gang. Here's the plan." He said with a smirk as his team leaned in to listen.

Captain Gantu hummed a cheery tuned as he sauntered across the halls with Xharlax following him close behind as they reached the containment center. Gantu's whole body was trembling with excitement as he couldn't wait for his boss's reaction when he finds out that not only did they manage to steal the silver briefcase for him, but also stole the Zennatrix as well!

Captain Gantu didn't know why his boss was so persistent on getting the Zennatrix since its not really as powerful as the Omnitrix, but nevertheless if his boss wanted so much then who was he to judge? Besides, it wasn't even that hard to steal it in the first place. All he had to do was throw a couple of punches and it was already done, she didn't even put up a good fight!

Granted her sword skills were impressive and she was far more stronger than the average human, sadly it wasn't enough for her to ensure a victory against him. If she would've used the Zennatrix at the beginning then _maybe_ she would have won, but none of the matters now because he had her imprisoned and without any weapons or powers, there is no way she can escape! Captain Gantu chuckled deviously as Xharlax reached out his hand to punch in the codes, but stopped.

"Huh, that's weird."

"What is it Xharlax?" Captain Gantu asked impatiently as his minion turned to him.

"It seems that the keypad is broken, sir." He says Captain Gantu raised an eyebrow.

"Broken? What do you mean broken?"

"Well, to me it looks if someone just punch the keyboard, and the force of the punch was so great that it destroyed the keyboard entirely." Xharlax says, while eyeing the fist shaped dent on the keypad.

"But if the keypad is broken then that means-wait a minute! Where are the guards that you assigned to watch over the prisoner?"

"I don't know, sir. They should've been here." Xharlax says as a groan was head from the inside of Vanessa's old cell. The two Kroglen's shared a look as Xharlax walked over to the door, and opened it to reveal...Frank and Mitch waking up from their unconscious state as they looked up to them smiled sheepishly.

"Hey, boss. Hey Xharlax." They said in unison, while wearing weary smiles as Xharlax gave them an angry look.

"Boys, where's the prisoner that I assigned you to watch over?" He says, while trying to keep his anger under control as Frank and Mitch gulped nervously under his stare. "And, why are you both tied up?"

"She...uh...well...she escaped, sir." Mitch said as Xharlax eye twitch in anger, while Captain Gantu oddly kept quiet as he gave them a blank look.

"SHE ESCAPED!? HOW COULD YOU IDIOTS LET HER ESCAPE!? I GAVE YOU ONE JOB TO DO AND YOU MESSED IT UP!" He said as he marched up to them, and grabbed Mitch by his collar. "GIVE ME ON GOOD REASON WHY I SHOULDN'T END YOU'RE WORTHLESS ASS RIGHT NOW!" He screamed as Mitch and Frank shivered in fear.

"It wasn't our fault, sir!"

"Yeah, Mitch's right! We were attacked!" He says as Xharlax turned to him and his grip on Mitch's collar loosen.

"You were attacked? By who?" He asked as Frank shrugged.

"We don't know, sir. It all happened so fast. We were just standing there minding our own business, when suddenly Mitch notice that his gun was missing, and before I could try to help him find it . Something or someone appears from out of fucking nowhere, and took out Mitch with his own gun, before knocking me out as well." He explained as Xharlax stared at him to make sure he wasn't lying, but the look in his eyes tells him that he was being sincere.

"So, if what your saying is that not only did our prisoner escaped, but we an intruder to worry about as well?" He asked as Frank and Mitch nodded. "But who would-?" He didn't manage to finish his sentence as he heard his boss roar in anger and punch the wall, leaving a hole in the wall as he turned to his men and growls.

"Don't you see, Xharlax? Is those pesky Guardians! They broke into our base, and freed our prisoner!" He screamed as Xharlax stared at him dumbfounded.

"Are you sure about that, sir?"

"Of course, I'm sure you idiot! Don't you remember when we heard that weird noise last night? A Guardian must've sneaked on board and followed us back to our base. Which means more Guardians are bound to show up, and ruin our plans!" He screamed before turning around as he marched out of the room. "Xharlax! Untie these idiots, and sound the alarms! We need to find these pests, before they have a chance to escape. And you two!" He said, while pointing at Frank and Mitch. "Once you're both free, tell the rest of the men to prepare for battle! We have a war with the Guardians on our hands."

* * *

Back with the girls we see them sneaking through the hallways of the base as Chameleon lead the way, while Vanessa followed close behind her. For the past 15 minutes the girls had remained inconspicuous, and haven't been spotted by the Kroglens. In fact they haven't even seen any Kroglen since they started their venture. Chameleon found that suspicious as she wondered where did all the Kroglen's go? Weren't they crawling all over the place this morning when she was trying to find Vanessa earlier? What happened?

Chameleon didn't know why the Kroglen's weren't around, but it does make sneaking around a lot easier for them. But it doesn't mean that they should get cocky as Chameleon knew from past experiences that the Kroglen's are surprisingly more cunning creatures than you realize. She needs to remain focused, and keep her guard up. Nothing was going to surprise her!

"So, what's you're name?"

...Uh, what?

"...Uh, what?" **[Hey, that's what I said!]**

"I asked, what's you're name?" Vanessa asked again as Chameleon raised an eyebrow in confusion.

"I already told you my name. It's Chameleon remember?" Vanessa shook her head.

"Yeah, but that's your hero name. I'm asking for your real one...you do have a real name, don't you?" She asked as Chameleon rolled her eyes.

"Of course, I do. Why won't I? But to answer your question, my real name is Mary Bombfield."

"Cute name." Vanessa complimented as Chameleon blushed. "My name is Vanessa Cunningham, pleasure to make your acquaintance." She says, while holding our her hand as Mary smiled at her politeness and shook her hand.

"Likewise."

"Okay, now that we got some free time. Why don't you tell more your backstory? I mean if we're going to be working with each other for a while we should at least get to know each other, right?" She asked as Mary paused, and wondered if it was really a good idea to reveal her origins to someone she just met, but like Vanessa said if they're going to be working with each other, they need to get to know each others origins at the very least. So with a sigh, Mary nodded.

"Yeah, you're right. I'll reveal my backstory, but only if you tell more you're backstory as well. And, you've to promise me that you won't tell anybody about this! Not even to you're family or friends!" Mary said as Vanessa grinned, and nodded.

"Deal!" She says as Mary eyed her, before sighing as she sat down and motioned Vanessa to sit. Vanessa eagerly obliged as she sat down next to her new friend, and waited for her to begin her tale.

"Long ago before I was born, my mom used to work with the government."

"Wow, really? Was she like a secret agent or something?" She asked as Chameleon shook her head and chuckled.

"No, she was nothing like that. In fact my mother hates violence." She says as Vanessa gave her a confused look.

"But if she hates violence, then why work with the government?"

"She thought that with their help, she would've made the world a better place without the use violence." She said as Vanessa smiled.

"You're mom sounds like a great person." She says as Mary smiled, before frowning as she looked at the ground.

"She was." She said somberly as Vanessa eyes widen in shock, and placed her hand on her mouth she figured out why she was so sad.

"Oh, god. I'm so sorry. I didn't know your mom was dead." She says as tears started appearing on Mary's eyes.

"It's alright." She said, before wiping away the tears as she sniffled. "Sorry about the waterworks, but I just miss her so much." She said, while hanging her head in despair as Vanessa placed her hand on her shoulder.

"Hey, there is no need to be embarrassed. It's okay to cry, especially over something traumatic like this. Loosing someone you loved takes a heavy toll on you, and I should know. I lost my mom too." Vanessa said with a broken tone as she held back a sob from coming out of her mouth.

"You lost you're mom as well?" She asked with a shock look as Vanessa weakly nodded. "I'm so sorry." She says as Vanessa gives her a half smile and wiped away her tears.

"Its okay. My mom only died recently, so I'm still in mourning. There is somedays where I'm completely fine, but other times..." She says, before trailing off as Mary gave her a concern look. "So, what were you saying about your mother earlier?" Vanessa says, trying to change the subject as Mary caught this, but followed along.

"My mom worked with the government, because she needed the resources to build a lab. You see, my mom was a genius that majored in animal biology, or more specifically lizard biology, in collage. When she finished collage, my mom had no idea what to do in her life. But then a brilliant idea popped into her head as she watched a nature documentary on how lizards loose their tails, and grow it back in two months."

"It takes lizards 2 months to grow their tails back?" Vanessa asked as Mary nodded. "Huh, learn something new everyday. "Sorry for interrupting, please keep going." She says as Mary nodded.

"After watching the documentary, my mother had the idea of harness the lizard's ability to regenerate lost limbs, and apply it to humans. But, then things got complicated as the government caught whiff of her plans, and tracked her down as they gave her an offer to work for them in exchange that she shares her research with them. My mom was a bit skeptic at first, but then she realizes that without their help she could never achieve her goals, so with great reluctance she agreed to work for them. My mom then spend the next years 10 years perfecting a serum that will give humans the same regenerative abilities of a lizard, but then my mom found out that she was pregnant with me, and choose to quit her job."

"Did you're mom really choose to give up her life's work just like that?""

"Well, it was not exactly that easy. It was an extremely hard decision, and she spend months thinking about it. But when I was finally born she says that when she looked into my eyes she knew what she had to do. Her responsibilities of a mother are far more important than her work, so she quit."

"What about your father? Couldn't he have taking care of you, while your mother was at work?" She asked as Mary's eye's darken and she crossed her arms.

"My 'daddy' left me, when I was born. Says that he didn't wanted to raise a child, so my mom was forced to raise me as a single mother." She says as Vanessa gave her a sympathetic look.

"I'm so sorry about that." She says as Mary shrugged nonchalantly.

"Eh, I was barely a week old when he left my mom. So, I never really got to know the guy. Anyway, after 5 years of raising me the government had contacted her, and pleaded her to come back and help them finish the serum."

"Couldn't they just finished it themselves?"

"They tried, but not even their best scientists can finish the serum without my mom's help. At first, she wanted to reject their offer, and continue raising me. But then after lots of begging, they had finally managed convinced my mom to come back to work. The only reason that my mom decided to come back to work was because she knew that they wouldn't stop pestering her, and a small part of her does wish that she finished her serum. So, she then spend the next three years perfecting her serum, while sometimes bringing me to work with her since she doesn't really have any close relatives around to take care of me, and she doesn't really trust babysitters to take care of me anymore."

"Why is that? Vanessa asked as Mary smirked coyly.

"Well, lets just say that I caught my babysitter inviting her boyfriend to my house without my mom's permission, and did something naughty on my mom's room." She says as Vanessa gasps in surprise and disgust.

"No way! Did they-"

"Yep. You should've seen my mom's face when I told her what they did on her room! I never seen her face go so red with fury before, so it was entertaining. Anyway, after many failed experiments and roadblocks, my mom had finally perfected the serum. My mom was so happy that she told me to keep an eye out on it, while she calls her boss. Being the good daughter that I was, I obliged and she ran off. But the minute she did, these men in black masks suddenly busted into the room and searched around like if they were looking for something. I didn't knew who these people were, but I knew they were bad news so I hid under the desk and waited for my mommy to come back. But then I realized that I forgot to grab mommy's serum and left it on the counter. I knew how excited mommy was about the serum, and I knew that these bad men were here to steal it, because why else will they break into an army base? So summoning all of my courage, I stood up and ran over to grab the serum, but I didn't get far as someone saw me and shot me right in the chest." She said as Vanessa gasped in pure shock and anger.

"They shot you!? But you were just a little kid, why would they do that?!" She screamed in outrage as Mary sighed.

"They were bad and selfish people, Vanessa. They didn't care who they kill, as long as they get their prize."

"Did they?" Vanessa asked as Mary shook her head.

"No, luckily my mom came in with security, and stopped them from stealing the serum. But my mom couldn't care less about her serum at the moment as she rushed over to me, and paled at the sight of her 8 year old daughter, who was slowly bleeding to death and had no chance of surviving. She knew that there wasn't enough time to bring me to the medical wing, and I was loosing to much blood. All hope was lost until my mom glanced at the serum,and then at me as a dangerous idea popped into her head. She knew that only way to save my life was to inject me with the serum, but she hesitated."

"Why?"

"Because she haven't tested it on humans yet, much less on a child, so she didn't knew if it will work on me or not. But as she look down at my bloody and terrified face she knew what she had to do, and injected me with the serum! At first nothing happened, and my mother weep in sorrow as she realized that she had failed to save her daughter, and was gone forever. As my mother cried on my shoulder, my eyes suddenly went wide opened and I gasped for air as I hastily stood up. My mom and her co-workers stared at me in shock as a giant green tail suddenly sprouted out of my butt, my skin turned pale, my black hair turned snow white, my brown eyes turned green and more reptilian-like, and all my wounds were healed. Like if I was never shot in the first place."

"So, you're mother saved you're life? Okay, I take back what I said earlier. You're mother isn't just great, she's amazing. Spectacular even!" She screamed with stars in her eyes as Mary chuckled and nodded.

"She was. Anyway, after locking up the criminals my mom and her co-workers started performing tests on me, and they had found out that my mother's serum had permanently mutated my DNA. Giving me lizard-like abilities, but still retaining my intelligence and my human form."

She says as Vanessa gave her a deadpanned look, and pointed at her tail.

"...Well, most of my human form." She says sheepishly, before getting back to topic. "My mom's co-workers were ecstatic over this new development, but my mom was an another story. She devastated over what she had done, and begged for my forgiveness. At first I didn't know what to say, while I was traumatized and scared over what I'd become, I surprisingly don't blame my mother for the accident. If anything it was the criminal's fault for what happened if they haven't tried to steal the serum in the first place, none of this would've happened. So, after stepping out of the stool I was sitting, I walked over to my mother and hugged her. She was surprised at first, wondering why I wasn't mad at her as I explained that I don't blame her for the actions of a madman, and that I still loved her." Mary says as Vanessa couldn't helped but to gawk at her as she her new friend in a new light.

"Got damm, Mary. For an 8 year old that was a really mature choice. I don't even think adults can make that kind of decision. I'm impressed." Vanessa says as Mary smiles embarrassedly and blushes.

"Yeah, well I love my mom. And besides, having superpowers is pretty cool. You know minus the whole tail thing." She says, while wiggling her tail. "After having our heartfelt moment my mom's boss came in, who's name is Director Danvers, and asked what happened. After my mother finished explaining what happened Director Danvers turned at me, and asked if the effects could be reversed. My mom said that since the serum has bonded to my DNA at the molecular level it was simply impossible to turn me human again. Director Danvers then asked if she could make another serum, but mom admitted that she got lucky with the last one, and didn't remembered what formula she used to finish it."

"She didn't remember what formula she used to finish the serum? Wasn't she taking notes on her experiment like all scientist do?" Vanessa asked.

"My mom gets forgetful sometimes when she gets super excited over something, so she forgot to write it down. Now that the serum was gone forever, and the only known proof of it existence was inside of me. Director Danvers thought it was a good idea to keep me on the base for study, and train me on how to use my new powers. My mother was against the idea, but her boss mentioned that I couldn't go back home even if I wanted too since the public will be freak out over my appearance. Knowing that her boss was right, my mom went along with her boss wishes and kept me on the base, but then fiercely stated that she won't have her daughter turn into their soldier or weapon. She said that once I'm in full control of my powers, she will take me back home and we can be a normal family again" Mary says as Vanessa gave her a surprised and sympathetic look.

"So, the government's idea was to lock you up for experimenting, and limited your contact with the outside world? That's terrible!" She screams in outrage as Mary smiled.

"Well, it wasn't all bad. I means sure they experimented on me a few times, but those experiments were mostly on testing the limits of my powers. And, while I didn't had any friends around when I was growing up, the soldiers and the workers on the base treated me well. Heck, some of them even played with me when I was bored, but only if they had free-time. So, yeah life on the base was rough, but was not horrible."

"You grew up without having any friends? That's so sad." Vanessa said, feeling sympathy for her new friend.

"Yeah, but recently I made some new friends on the base. Some of them are about our age, and they have powers as well! But I will tell you about them later in the story. 5 years into the future, the army decided to throw a party for my birthday. I was turning thirteen at the time, and the base couldn't wait to celebrate it. But my birthday wasn't the only thing that was being celebrated. They were also celebrating the completion of my training, after many years of hard work and dedication, I'd finally got full control of my powers! My mom couldn't be more proud of me, and couldn't wait to bring me back home, but then Director Danvers came in and asked us to please come into her office."

"Why? Were you in trouble or something?" Vanessa says as Mary shook her head.

"No. Director Danvers assured us that I wasn't in trouble, and simply wanted to speak to us in private. We didn't know what was going on, but we went into her office anyway and she wished me a happy birthday. She also congratulated me on my training, but that wasn't the reason on why she called us in. The real reason she wanted to talk was because she wanted to make a deal with us, more specifically with me. Director Danvers then gave a huge speech about how the world was changing, and that soon beings from others worlds will come to ours to either enslave the earth or destroy it. So she's putting together a group called 'The Guardians'." She says as Vanessa raised an eyebrow at the name.

"Guardians? Why does that name sounds familiar?" She said, before snapping her fingers as she remembered where she heard that name from. "Wait, Now I remember! When I was confronting Captain Gantu, he thought that I was part of this group called the 'Guardians'. That wouldn't happened to be them right?" She asked as Mary nodded.

"Yeah, that's us. Me and my team had a few run ins with him in the past."

"Also the friends with powers you mentioned earlier. They wouldn't happen to be the Guardians, right?" She asked as Mary nodded again.

"Yeah. They're bit of a handful, but I grew to love them over the years. They're actually pretty cool people once you get to know them." She says as Vanessa nodded.

"Cool. Can wait to meet them. Anyway, he also mention something about calling you guys 'mutants'. Is that what you and you're group are? Mutants?"

"We preferred to be called 'Metahumans'. But yes, we are mutants." She said as Vanessa grinned, and her whole body started shaking in excitement.

"That is so freaking cool!" She screamed as Mary chuckles at her enthusiasm.

"Yeah, it is." Mary says with a smirk, before getting back to topic. "The Guardians are a group filled with remarkable people, to see if they could become something use their gifts to protect each other, and the world from threats that no one man can fight against. After finishing her little speech, I didn't know why she was telling me all of this, but mom did and boy was she pissed! Director Danvers then looked me right in the eye, and said that after evaluating my training and talking with her peers. She decided that I was finally ready to join her team, and become a Guardian."

"No way! You get to join a superhero team? That's so awesome! You know, I'm in a superhero team myself." Vanessa bragged as Mary tilted her head curiously.

"Really? Tell me do you all wear special uniforms, and stop crime all around the world like we do." She said as Vanessa flinched and looked away embarrassedly.

"W-Well, not exactly. We usually wait for aliens to come into our town, and kick their ass."

"Oh...well do you fly around on a high-tech spacecraft filled with the state of the art alien technology?"

"We drive on a car...that's about it."

"Oh...well...that's cool I guess." Mary says, while averting her eyes as she coughed awekardly. "Anyway...I was shocked that Director Danvers wanted me to join her team, but my mom was an another story. She was furious that Director Danvers wanted to use as a weapon, but Director Danvers assured her that it was my choice if I wanted join or not. She says that if I reject her offer, I'll be allowed to leave the base and go back home. My mom smiled as she turned to me and waited for me to reject her off, but frowned as she saw the conflicted look on my face. I knew my mom would love nothing more to bring me back home, but...I can't. I then looked up to my mother and said that I did want to join the Guardians."

"How did you're mom took it?" Vanessa asked as Mary sighed sadly.

"Not good. She was confused and hurt that I didn't want to come back home with her, but I explained that the reason I wanted to stay was because I had these powers for a while now, and I feel that its my responsibility to use them to benefit mankind. I knew my mom was heartbroken, but I stood by my decision. I told her that I'm not doing this for the thrill of beating up bad guys, but I'm doing this for the good of mankind. My mom was torn about my decision as one half of her wanted to drag me back home forcefully, but after hearing my speech she couldn't bear herself to do it. Finally after thinking long hard about this, she had made up her mind and gave me permission to join the Guardians. I was overjoyed by her decision, and hugged her as I promise that I will make time to visit her whenever I have the chance. From then on the rest was history." She finished as Vanessa started clapping in delight.

"What an amazing origin! But I do have a couple of questions. Like at the beginning you said that the serum was design to give people the abilities of a lizard, right?" She asked as Mary nodded. "Then, why do you call yourself Chameleon? Shouldn't you call yourself 'The Lizard' or something?"

"I did consider the name, but it was taken. So I figure I should call myself 'Chameleon'."

"Why?"

"Mostly because I'm known for using my invisibility on a fight, instead of relying on my brute strength. That, and chameleons are my favorite animal's, so there's that."

"Okay, one last question. What exactly happened to you're mother?" Vanessa tentatively asked as Mary gave her a blank look, before looking away as her body started trembling.

"I...don't want to talk about it." Mary said somberly as Vanessa sat up, and placed a comforting hand on her shoulder.

"Hey, it's okay. You don't have to tell me" She said with a soothing tone as tears stream down on Mary's cheeks. "It was insensitive of me to ask you something so personal. I shouldn't asked anything." She said as Mary sniffled and wiped away her tears.

"I'm sorry. It just...its kind of hard to talk about my mothers death without bringing out a lot of bad memories. I don't really want to talk about it right now." She says as Vanessa nodded and stood up.

"I understand. You don't have to talk about it if you don't want to." She says as she patted her shoulder, before giving her a challenging smirk. "Now, come on! We still need to head towards the weapons vault, before the Kroglens catches us. There's no time to loose!" She said, before running off as Mary sniffled, but still smiled at her new friend's antics.

"Vanessa, wait!" Mary screamed, while standing up as she chased after Vanessa. "You don't know where you're going, and we still have a deal! You need to tell me you're origin as well."

"I'll tell you on the way." Vanessa says as Mary shook her head in amusement, and laughed as Vanessa joined in

* * *

 **And done! Man was it fun to write Chameleon's origin! N** **ow the reason I decided to leave the rematch and the special surprise for later was because like last time, the chapter simply got too long for my liking. Anyway prepare yourself because in the next chapter things are about to become...a little bit looney. What that means exactly? Well, y** **ou're going to have to wait for the next chapter.**

 **Anyway as always, I will talk to you all later.**


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